Resale and Distribution Agreement

THIS RESALE AND DISTRIBUTION AGREEMENT (the Agreement), effective as of the date last written below (the Effective Date), is made and entered into by and between DR globalDirect, Inc. d/b/a eSellerate (eSellerate), a Delaware corporation with offices at 5901 N 58th Street, Lincoln, NE 68507, and the below identified Publisher (Publisher) (each, a Party, and together, the Parties). WHEREAS, eSellerate has developed software applications (eSellerate Licensed Materials) and an e-commerce platform through which eSellerate resells computer software and other digital and non-digital goods and services via the Internet (the eSellerate Online Transaction Service); and WHEREAS, Publisher legally markets and distributes computer software products and/or other digital and non-digital goods and services (Publisher Products) and represents and warrants that all intellectual property related to Publisher Products as contemplated in this agreement does not knowingly violate any copyright, patent, trade secret, or trademarks of any person or organization; and WHEREAS, eSellerate wishes to grant Publisher rights to combine eSellerate Licensed Materials with Publisher Products (digital goods only) for commercial distribution as Combined Products; and WHEREAS, Publisher wishes to grant eSellerate rights to sell and/or distribute Publisher Products via the eSellerate Online Transaction Service. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 1) Publisher License. eSellerate hereby grants Publisher, and Publisher hereby accepts, a limited, non-exclusive, non-transferable, revocable, world-wide right and license to (a) reproduce the eSellerate Licensed Materials (in object code form only) for the sole purpose of combining the eSellerate Licensed Materials with Publisher Products (digital goods only) to facilitate the electronic purchase of Publisher Products by consumers from eSellerate as the seller and merchant of record via the eSellerate Online Transaction Service; (b) distribute eSellerate Licensed Materials (in object code form only) in Combined Products for the sole purposes of facilitating the electronic purchase of Publisher Products by consumers via the eSellerate Online Transaction Service; and (c) allow third parties to redistribute the eSellerate Licensed Materials (as combined in Combined Products only) for the purposes of this Agreement only, provided that Publisher notifies eSellerate in writing or by e-mail of the identities of such third parties, and such third parties use of the eSellerate Licensed Materials is in compliance with applicable Export Control Laws. Publishers Specific Obligations. Publisher acknowledges and agrees: a) b) c) To provide to end users all end-user agreements governing the use of Publisher Products. To provide to end users and be solely responsible for all representations and warranties regarding Combined Products and Publisher Products. With respect to the sale of Combined Products and Publisher Products from Publisher to eSellerate, to pay all taxes, duties, levies, or other charges of any kind resulting from the sale, distribution and/or licensing of Combined Products and Publisher Products by Publisher to eSellerate (or Publishers income derived therefrom). The price charged to eSellerate for a Publisher Product or Combined Product shall be inclusive of all required sales or use, value added and/or other consumption-based taxes, and Publisher shall be solely responsible for the collection and remittance of such taxes. Publisher shall provide to eSellerate all data reasonably necessary for eSellerate to support any taxes included in the purchase price of a Publisher Product or Combined Product. For the avoidance of doubt, under no circumstances shall eSellerate be deemed to be providing tax advice or consulting services to Publisher. In no event shall eSellerate be responsible for any tax based on Publishers net income or similar basis, or the preparation of any tax return related thereto. Further, in the event eSellerate becomes required by law to collect tax on its performance of any of the obligations set forth in this Agreement, Publisher shall pay all such taxes invoiced by eSellerate (excluding taxes based on the gross income of eSellerate). To provide to eSellerate a production master copy of each Publisher Product (digital goods only) for reproduction by eSellerate and electronic distribution via the eSellerate Online Transaction Service pursuant to the terms of this Agreement. To sell to eSellerate at a price equal to the price paid by consumers for Publisher Products less eSellerates discount (see Product Discount Schedule at Section 12), one copy of its Publisher Product(s) for each copy ordered by a customer and fulfilled by eSellerate. To fully refund eSellerate for any credits (refunds) to purchasers and credit card chargebacks, orders determined to be fraudulent or criminal, orders fulfilled upon receipt of a valid merchant bank payment authorization that is subsequently suppressed and cancelled prior to settlement by eSellerate or the merchant bank, notwithstanding provisions in Section 4(i), for any Publisher products returned by consumer and for which eSellerate must provide full credit to the consumer. The eSellerate Online Transaction Service provides the ability for Publisher to customize many of the account elements, designs, functionalities and user experiences via the eSellerate Service, specifically the Custom Layouts option available for use with Web
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Store and Embedded Web Store eSellers (Custom Layouts). As a result of such capabilities provided with the Custom Layouts options, Publisher has the ability to introduce new elements of risk for eSellerate due to Publisher actions and functionality incorporated into the transaction capabilities of the eSellerate Service and as a result specifically acknowledges and accepts: i) To accept full responsibility for the testing and functionality of all customizations made in conjunction with the Custom Layouts option and the impact of such customizations to the end user or purchaser, regardless of intent, malicious or otherwise, by Publisher. To accept all liability and specifically indemnify eSellerate for all activity, regardless of intent, malicious or otherwise, and whether successful or attempted, resulting in, but not limited to; fraud, identity theft, privacy exposure, credit card theft, or other similar actions directly related to Publishers chosen customizations, purchase behavior, and modification of the standard offering of the eSellerate Service in conjunction with the Custom Layouts option and outside of eSellerates direct control and influence.

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h)

In the event Publisher uses commercial e-mail to market Publisher Products which are designed to increase sales of Publisher Products and Combined Products by eSellerate through the eSellerate Online Transaction Service, Publisher represents, warrants and covenants that its use of commercial e-mail will be fully in compliance with all applicable laws or regulations related to the sending of commercial e-mail in the territories where Publisher delivers such material (including without limitation any legal obligations to provide proper labeling and content within Publishers marketing e-mails, and to provide opt-in or opt-out capabilities to recipients and comply with any such requests). Upon eSellerates request, Publisher will obtain eSellerates approval for any emails that contain eSellerates name, logo or website. Any denial of such e-mail or any request to stop further transmissions by eSellerate will result in the immediate ceasing of further e-mails by Publisher. Publisher is responsible for compliance with all of the above, whether Publisher provides the e-mails or advertisements itself or through the services of a third party. Subject to the Parties obligations as set forth in this section (i), eSellerate and Publisher shall comply with all relevant export control laws and regulations of any nation (collectively, Export Control Laws) that may apply to such Party, such Partys activities under this Agreement, any Publisher Products, any Combined Products, or any consumers, as may be the case, including, without limitation, U.S. embargo laws administered by the Office of Foreign Assets Control and the U.S. Export Administration Regulations. Neither eSellerate nor Publisher shall export or re-export any Publisher Products or Combined Products except as permitted by such applicable Export Control Laws. Publisher shall provide to eSellerate, at eSellerates request, the current specific codes and classifications under any Export Control Laws applicable to any Publisher Products or Combined Products (including without limitation provision of appropriate Export Control Classification Numbers (ECCNs), U.S. Harmonized Tariff Schedule codes, and license exception codes); and Publisher shall immediately notify eSellerate of any changes to Publisher Products or Combined Products or to such codes or classifications by e-mail to orm@digitalriver.com. eSellerate will not sell any products which require an export license to sell. With respect to any Products which require automatic rebilling (including without limitation renewing subscription-based products), Publisher acknowledges that eSellerate shall only process such renewal billing provided that (a) each consumer has clearly and unambiguously consented to automatic monthly billing of its subscription by eSellerate, in a manner determined by eSellerate which shall be incorporated into the store and cart provided by eSellerate, and (a) automatic rebilling is permitted by and conducted in compliance with all applicable laws, rules and regulations, including card association and payment processor rules and regulations (collectively, CC Requirements), as determined by eSellerate. Publisher shall, and shall allow eSellerate to, provide each consumer with the ability to terminate its subscription in a clear and unambiguous manner as required by CC Requirements and in a manner reasonably acceptable to eSellerate. Publisher shall provide eSellerate with information regarding a subscription cancellation immediately following Publishers receipt of such cancellation by a consumer. Publisher acknowledges and agrees that (a) eSellerate cannot assume the automatic rebilling of subscriptions using information collected by a third party; and (b) eSellerate cannot transfer payment information with respect to recurring transactions to a third party upon termination or expiration of this Agreement.

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eSellerate Resale and Distribution of Publisher Products. Publisher hereby grants to eSellerate and eSellerate hereby accepts a limited, non-exclusive, non-transferable, revocable, worldwide right and license to: a) Sell Publisher Products via the eSellerate Online Transaction Service, and reproduce and distribute, electronically (in object code form only) via the eSellerate Online Transaction Service, Publisher Products as made available by Publisher to eSellerate pursuant to the terms of this Agreement. Notwithstanding anything to the contrary, eSellerate will be the seller and merchant of record for all sales of Publisher Products and Combined Products to customers through the eSellerate Online Transaction Service maintained by eSellerate for Publisher. Publisher will inform eSellerate from time to time of Publishers suggested retail price or license fee for Publisher Products. eSellerate shall have the sole discretion to set the price or license fee at which Publisher Products and Combined Products are offered for sale to customers which may match the suggested retail price or license fee at eSellerates discretion. Title to Publisher Products and Combined Products which are licensed and not sold will remain with Publisher at all times. Title to the media on which Publisher Products and Combined Products are contained, to Publisher Products and Combined Products which are sold and not licensed, and the right to use Publisher Products and Combined Products which are licensed and not sold (License Rights) (collectively, Transferred Rights & Materials), will remain with Publisher until eSellerate processes a sales transaction

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by a customer, at which time eSellerate purchases and/or licenses the applicable Transferred Rights & Materials from Publisher, which will pass to eSellerate for immediate subsequent passage and transfer to the customer. To the extent not permitted by any Product end user license agreement, Publisher hereby grants eSellerate the right to transfer License Rights to customers in connection with a purchase transaction through the Web Store or Embedded Web Store. For sales to customers located in the United States, title to Transferred Rights & Materials will transfer from eSellerate to the customer (a) for Transferred Rights & Materials delivered electronically, upon initiation of the download from eSellerate; or (b) for Transferred Rights & Materials delivered physically, upon delivery of the Transferred Rights & Materials to the shipping carrier. For sales to customers located outside of the United States where the transfer originates within the United States, title to Transferred Rights & Materials will transfer from eSellerate to the customer at the port of entry (for products fulfilled physically) or time of entry (for products fulfilled digitally) during transit from the United States to the state, territory, province, or country in which the customers shipment destination is located. b) c) 4) Use Publishers trademarks in connection with the sale, reproduction and distribution of Publisher Products via the eSellerate Online Transaction Service, in the manner specified by Publisher. Use Publishers name and other trademarks for general commercial advertising of the eSellerate Online Transaction Service, subject to Publishers written approval, not unreasonably withheld.

eSellerates Specific Obligations. eSellerate acknowledges and agrees: a) b) c) d) e) f) To use commercially reasonable efforts to maintain and make available to the general public the eSellerate Online Transaction Service through which Publisher Products may be purchased and distributed to customers. To use commercially reasonable efforts to promptly, accurately and successfully reproduce and fulfill customer orders for Publisher Products via the eSellerate Online Transaction Service. To promptly process payments for purchases of Publisher Products initiated via the eSellerate Online Transaction Service. To pay any and all credit card transaction fees pertaining to purchases of Publisher Products via the eSellerate Online Transaction Service. To purchase one copy of Publisher Products from Publisher for resale to customers for each copy ordered from eSellerate and paid for by customers. That it is responsible for, and shall have full control over, the privacy policy, terms and conditions of sale, who we are disclosures designed to clearly disclose eSellerate as the seller of record with respect to purchase transactions, and text of pages utilized in connection with the eSellerate Online Transaction Service (including without limitation the right to include those disclosures necessary to comply (in eSellerates sole discretion) with the terms of its agreements with its payment processors and/or with applicable credit card association rules, requirements, and recommendations). To collect and remit all applicable sales or use taxes, goods and services tax (GST), value added tax (VAT), or similar taxes where eSellerate has nexus or is otherwise required to collect such taxes as the seller of record to the customer, as solely determined by eSellerate and resulting from the sale of Publisher Products from eSellerate to customers via the eSellerate Online Transaction Service. Publisher acknowledges that eSellerate will not collect or remit sales or use taxes, VAT, GST or similar taxes in any state within the United States (or applicable foreign jurisdiction) where eSellerate does not have nexus, a fixed establishment, or is otherwise not subject to tax. It is specifically agreed, however, that in the event that (i) a controlling governmental body determines that Publishers business nexus governs in the application of sales tax regulations or (ii) a material change in sales, use, or value added (VAT) taxation law occurs, eSellerate reserves the right to immediately suspend sales transactions for Publisher Products until responsibility for the collection of sales taxes can be renegotiated with Publisher, which may include revision of the Product Discount Schedule. eSellerate further reserves the right, at its sole discretion, to implement additional fees to cover any expenses associated with the collection of all applicable taxes. Such implementation of additional fees would be done with notice, but without prior approval. To report to Publisher within thirty (30) days of the Payment Processing Date (set forth below), by electronic transmission, the transactions processed during the Transaction Period for Publisher Products, including the names and contact information of purchasers, Publisher Products sale totals, quantity of Publisher Products sold to each purchaser, and the amount due Publisher for such transactions (the Transaction Report). The Transaction Period is the interval between Payment Processing Dates, or the Effective Date of this agreement and the Payment Processing Date in the case of the first Transaction Period. To pay Publisher within thirty (30) days of the Payment Processing Date, the amount due Publisher for all Publisher Product sales completed during the Transaction Period. The amount due Publisher is the total payment for all Publisher Products less the discount and any other fees earned by eSellerate (see Section 12, Product Discount Schedule). Any payment or portion of a payment hereunder not paid when due shall bear interest at the rate of 1.5 percent (or at the maximum rate permitted by law, whichever is less) per month from the due date until paid. However, under no circumstances shall eSellerate be obligated to pay Publisher any amounts arising from unauthorized, fraudulent or criminal activity. eSellerate shall have the right to offset any amounts due Publisher with amounts due eSellerate from Publisher under the terms of this Agreement.
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j) To assume the risk associated with credit card charge-backs in connection with the unauthorized use of credit cards or fraud only as it relates to the purchase of Publisher Products, but only to the extent of any fee earned by eSellerate for its services under this Agreement. If amounts due eSellerate shall exceed amounts due Publisher for any Transaction Period, eSellerate shall have the right to invoice Publisher for the balance of amounts due eSellerate and Publisher agrees to pay such invoice within 30 days of the invoice date and if not paid within that period, to pay a finance charge equal to 1.5 percent (or the maximum rate permitted by law, whichever is less) of the unpaid balance for each month or portion of a month until paid in full. The existence (or the possibility of the existence) of unauthorized use of credit cards or fraud shall be determined in the sole discretion of eSellerate, and eSellerate may, in its sole discretion, make such investigations as it deems appropriate under the circumstances. eSellerate shall provide prompt confidential notice to Publisher of the commencement of any such investigation and the particulars of the activity under investigation. While any such investigation is pending, eSellerates obligation to make payment to Publisher of the amount associated with the transaction(s) under investigations shall be suspended for thirty (30) days, and eSellerate, in its sole discretion, may suspend transaction processing for Publisher Products. In the event eSellerate does not determine the existence of fraud or other criminal activity within thirty days of the commencement of the investigation, the suspension of eSellerates payment obligation will be lifted and any payment obligation resumed without effect.

5)

Indemnification. Publisher hereby agrees to defend, indemnify, and hold harmless eSellerate, its successors and permitted assigns, and their respective officers, directors, employees, representatives, successors and assigns from and against any and all demands, judgments, losses, costs, expenses (including, but not limited to, the cost of obtaining an opinion of counsel in response to a notice of potential infringement of the intellectual property or other proprietary rights of any other person or organization), obligations, liabilities, damages, fines, recoveries and deficiencies, including without limitation interest, penalties, reasonable attorneys fees and costs (collectively, Losses) in connection with a claim, action, suit or proceeding made, brought or commenced by a third party other than an affiliate of the indemnified Party (each, a Claim), that any such party may incur or suffer, which arise, result from, or relate to (i) the acts or failure to act of Publisher or any of its affiliated companies, agents or employees, (ii) Publishers non-performance of its obligations under this Agreement, (iii) Publishers breach of any of the terms of this Agreement or any of its representations and warranties, (iv) the actual or alleged infringement of any third party proprietary or intellectual property right arising out of Publishers duplication, sale, distribution, or use of Publisher Products pursuant to this Agreement, except to the extent due to eSellerate Licensed Materials, or (v) any liability arising from a consumers use of Publisher Products. eSellerate shall promptly notify Publisher in writing of any Claim and shall give Publisher all information, assistance (at Publishers sole expense) and authority reasonably necessary to evaluate and defend such Claim. Publisher shall obtain eSellerates express prior written approval (such approval not to be unreasonably withheld or delayed) to settle any Claim if such settlement (a) arises from or is part of any criminal action, suit or proceeding, or (b) contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of eSellerate, or (c) requires any specific performance or non pecuniary remedy by eSellerate, or (d) requires the actual payment of any amount by eSellerate. Customer Data. As between eSellerate and Publisher, neither Party will own any customer information provided in connection with a customer transaction, but shall have rights to use such information as set forth in this paragraph in accordance with applicable laws, rules and regulations. eSellerate will not provide any of a customers credit card or other payment account information to Publisher. Publisher represents, warrants and covenants that it shall not use any customer data provided by eSellerate to solicit any customer who has not affirmatively consented to receive solicitations from Publisher as part of the purchase transaction. eSellerate will not provide any of customer data to any person, or use customer data for any purpose (other than for eSellerates internal business purposes at any time during the term or after the termination of this Agreement, including by way of example but not limitation, ongoing fraud control) without Publishers advance consent, except that eSellerate may use End User Data received from End Users to provide solicitations to such End Users who have affirmatively consented to receive solicitations from eSellerate. For the avoidance of doubt, nothing in this Agreement shall restrict Publisher from using for its lawful business purposes (in compliance with all applicable laws, rules and regulations) any data provided to Publisher directly by a customer in connection with that customers registration or use of a product. Ownership, Protection. Except for the limited license rights expressly granted herein: all rights, title and ownership interest in and to the eSellerate Licensed Materials shall remain the sole and exclusive property of eSellerate and its licensors whether or not combined in Combined Products. Likewise, title and ownership in and to the Publisher Products shall remain the sole and exclusive property of Publisher and its licensors, as applicable. No ownership right, title or interest in the parties respective products is transferred to the other by this Agreement. All rights not expressly granted herein by a Party are reserved by and to that Party. Each Party shall reproduce all proprietary name, trademark, patent and copyright notices present in the other Partys materials, products and documentation, without modification or alteration. Limitation of Liability. PUBLISHER AGREES THAT ANY LIABILITY ON THE PART OF ESELLERATE ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY CAUSE OF ACTION WHATSOEVER (REGARDLESS OF THE FORM OF ACTION INCLUDING BREACH OF CONTRACT, STRICT LIABILITY, TORT INCLUDING NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY), SHALL BE LIMITED TO PUBLISHERS DIRECT DAMAGES IN AN AMOUNT NOT TO EXCEED THE TOTAL AMOUNTS EARNED AND/OR REALIZED BY ESELLERATE UNDER THIS AGREEMENT FOR THE ASSOCIATED PUBLISHER PRODUCT (LESS CREDIT CARD PROCESSING FEES) DURING THE INITIAL TERM, IF NO RENEWAL TERM HAS COMMENCED, OR DURING THE MOST RECENT RENEWAL TERM. PUBLISHER AGREES THAT IN NO EVENT SHALL ESELLERATE BE LIABLE FOR DAMAGES IN RESPECT OF INCIDENTAL, ORDINARY, PUNITIVE,
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EXEMPLARY, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES EVEN IF ESELLERATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES INCLUDING, BUT NOT LIMITED TO, BUSINESS INTERRUPTION, LOST BUSINESS REVENUE, LOST PROFITS, FAILURE TO REALIZE EXPECTED SAVINGS, ECONOMIC LOSS, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY OR ANY CLAIM AGAINST PUBLISHER BY ANY OTHER PARTY. THIS SECTION STATES ESELLERATES ENTIRE LIABILITY AND THE SOLE REMEDIES WITH RESPECT TO ANY THIRD PARTY CLAIMS, INFRINGEMENT AND ALLEGATIONS OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHER PROPRIETARY RIGHTS OF ANY KIND. 9) Confidentiality/Protection of eSellerate Licensed Materials. a) Each Party agrees that all binary code, inventions, algorithms, know-how, ideas, and all other business, technical and financial information it obtains from the other Party constitutes the confidential property of the disclosing Party (Confidential Information). Except as expressly permitted in this Agreement, the receiving Party will hold in confidence and not use or disclose any Confidential Information and shall similarly bind its employees and agents. The receiving Party shall not be obligated under this Section with respect to information the receiving Party can document that: i) ii) is or has become readily available to the public through no fault of the receiving Party or its employees or agents; or is received without restriction from another person or organization lawfully in possession of such information and lawfully empowered to disclose such information;

iii) was rightfully in the possession of the receiving Party without restriction prior to its disclosure by the disclosing Party; or iv) is independently developed by the receiving Party or its employees or agents without access to the other disclosing Partys similar Confidential Information. b) Each Partys obligations with respect to Confidential Information shall continue for the shorter of three (3) years from the date of termination of this Agreement or until one of the above enumerated conditions becomes applicable. Each Party acknowledges that its breach of this Section would cause irreparable injury to the other for which monetary damages are not an adequate remedy. Accordingly, a Party will be entitled to injunctive relief and other equitable remedies in the event of a breach of the terms of this Agreement. Each Party agrees not to: (i) disassemble, decompile, reverse engineer, or otherwise reduce to perceptible form the others products, or otherwise attempt to learn the source code, structure, algorithms or ideas underlying any software; or (ii) take any action contrary to the applicable license agreement except as allowed under this Agreement. Each Party shall have the right to make any public disclosure containing general information about the relationship between the parties created by the provisions of this Agreement, and the general nature of the activities to be conducted pursuant to the provisions of this Agreement. Except for the foregoing and as may be required by law, no Party to this Agreement shall make any public disclosure about the specific terms of this Agreement without receiving the prior written consent of the other Party, which consent shall not be unreasonably withheld. Publisher agrees not to make any statements, which state or imply that eSellerate certifies or guarantees any Publisher Product or Combined Product(s) or that Publisher Products are warranted, tested or approved by eSellerate. Publisher acknowledges that certain portions of the eSellerate Licensed Materials embody valuable trade secrets and Confidential Information of eSellerate and its licensors. Accordingly, Publisher agrees to take all reasonable measures to keep confidential the eSellerate Licensed Materials and not to disclose, publish, transmit or otherwise transfer the eSellerate Licensed Materials, in whole or in part, to anyone except as provided for in this Agreement and as necessary to carry out the purposes of this Agreement. Publisher will include in its written or electronic license agreements and distribution agreements for Publisher Products, provisions no less restrictive or protective of eSellerates Licensed Materials than those applicable to Publisher. Publisher may not create or distribute any product, which exposes (to third party proprietary software) any supported API, or any undocumented internal functionality found in the eSellerate Licensed Materials. Publisher may not expose (to third party proprietary software) in any Publisher product, functionality that significantly resembles or emulates the security and authentication functions of the eSellerate Licensed Materials.

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10) Term and Termination. The term of this Agreement shall commence on the Effective Date and shall continue for a period of two (2) years (the Initial Term), and shall thereafter be automatically renewed for successive one (1) year terms (each a Renewal Term) until a Party provides the other Party with notice of nonrenewal at least forty-five (45) calendar days prior to the expiration of the Initial Term or a Renewal Term, unless earlier terminated as set forth below: a) A Party may terminate this Agreement immediately by written notice to the other Party upon the occurrence of any of the following events: (i) the other Party ceases to do business, or otherwise substantially terminates its business operations; (ii) the other Party shall fail to promptly secure or renew any license registration, permit, authorization or approval for the conduct of its business in the manner contemplated by this Agreement or if any such license, registration, permit, authorization or approval is revoked or suspended and not reinstated within thirty (30) days; (iii) the other Party materially breaches any provision of this Agreement and
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fails to fully cure such breach within thirty (30) days of written notice describing the breach; (iv) the other Party becomes insolvent or seeks protection under any bankruptcy law, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against the other and not dismissed within ninety (90) days, or (v) there is a determination that any part of the transactions contemplated by this agreement constitutes or involves an illegal activity or any kind of infringement on intellectual property rights, copyright, patent, trade secret, or trademarks of any person or organization. Further, eSellerate, at its sole discretion, may terminate this agreement at any time if continuation of the agreement could result in a financial loss or an unacceptably small level of profitability for eSellerate, or cause eSellerate to engage in wrongful conduct. b) Upon termination of this Agreement for any reason, all rights granted hereunder shall automatically revert to the granting Party. Each Party shall immediately cease all reproduction and distribution of the other Partys product and promptly return or destroy all originals and all copies of the others products in its possession or control, and provide the other Party with a written statement certifying that it has complied with the foregoing obligations. Termination of this Agreement shall not in any respect whatsoever affect a Partys obligations to make payments due and owing to the other Party prior to the termination of this Agreement. Termination by either Party will not affect the rights of any end user under the terms of an end user license agreement. Sections 5, 7, 9, 10, and 16, and any other provisions of this Agreement which, by their terms, require performance after the termination of this Agreement or have application to events that may occur after such termination, shall survive the termination of this Agreement.

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11) Product Discount Schedule. The discount on the sales price of a Publisher Product (the Product Discount) earned by eSellerate on each sale of a Publisher Product pursuant to this Agreement is based on aggregate sales volume for all Publisher Products, as follows: Aggregate Sales of: $0.00 $15,000.01 $50,000.01 $100,000.01 $500,000.01 $1,000,000.01 $5,000,000.01 a) But not greater than: $15,000.00 $50,000.00 $100,000.00 $500,000.00 $1,000,000.00 $5,000,000.00 No Cap Product Discount 10% of Product sales price 15% of Product sales price 14% of Product sales price 13% of Product sales price 12% of Product sales price 11% of Product sales price 10% of Product sales price

During the first year of the Initial Term, the level of year-to-date aggregate Publisher Product sales (exclusive of taxes, shipping and handling) determines the Product Discount applicable to sales of Publisher Products during any Transaction Period. Thereafter, including Renewal Terms, the Product Discount is based on aggregate Publisher Product sales (exclusive of taxes, shipping and handling) during the most recent twelve-month period. For each Publisher Product sold by eSellerate, eSellerate shall pay to Publisher the sales price of the Publisher Product, less the fee set forth above, which net amount constitutes eSellerates purchase price of the Product from Publisher. eSellerate shall also pay to Publisher any amounts due to Publisher in connection with the sale of ancillary services to customers. For the avoidance of doubt, any amounts collected from a customer in connection with a purchase transaction other than the sales price of Publisher Products (including without limitation any amounts received sales or use taxes, valued added or other Transaction based taxes, import or export duties or fees), shall be remitted by eSellerate to the appropriate governmental entity or third party as appropriate. Publisher agrees that eSellerate may offset amounts due to eSellerate hereunder from amounts due to Publisher, or alternatively invoice Publisher for such amounts. The Product Discount Schedule may be modified from time to time, at the sole discretion of eSellerate; however, no changes to the Product Discount Schedule will become effective under this Agreement until the commencement of the Renewal Period immediately following the effective date of the revised Product Discount Schedule provided that eSellerate has provided Publisher with at least forty-five (45) calendar days prior written notice of the new Product Discount Schedule. There is a minimum discount earned by eSellerate of fifty cents ($.50) per sales transaction. Depending upon the suggested retail price stipulated by Publisher for Publisher Products or final price after any coupons are applied, this minimum may result in a Product Discount Percentage in excess of the levels stated in the Product Discount Schedule. In the event a coupon or other discount results in a product price below $1, eSellerate will process the order as a $0 transaction. Product Discount Percentage may result in amounts in excess of the Product Discount Schedule as eSellerate will calculate all fees to the whole cent ($.01) on a line item basis. eSellerate may hold back some or all of the money due to Publisher if eSellerate believes that it might be necessary to cover future refunds, charges against Publishers account, or other liabilities Publisher may owe to eSellerate. eSellerate may also hold back some or all of the money if eSellerate believes that the funds represent fraudulent transactions or involve other kinds of illegal activities. eSellerate will only hold back those amounts which eSellerate determines are reasonable under the circumstances. eSellerates statements or other communication from eSellerate will note how much eSellerate is holding back. eSellerate will keep any held back amounts only for a reasonable time as determined in its sole discretion, and will promptly pay over to Publisher any remaining held back amounts after that reasonable time has passed. Regardless of any hold back amounts, Publisher shall pay
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eSellerate, upon demand, any shortfall owed to eSellerate due to refunds, chargebacks, fraud, suppressed orders, or fees for services rendered if they cannot be offset from Publishers account within ninety (90) days of the date eSellerate first seeks to offset such charges. If eSellerate actually keeps (or sets off) against Publishers account with eSellerate any of the funds eSellerate has held back, eSellerate will do so in a manner that eSellerate believes fairly reflects Publishers liability owed to eSellerate, and eSellerate will note the set-off on Publishers next statement. f) It is anticipated that amounts earned by eSellerate from the sale of Publisher Products will cover bandwidth transmission costs. However, in the event that bandwidth costs for transmitting Publisher Products and Combined Products exceed amounts earned by eSellerate through the sale of Publisher Products (excluding credit card processing fees), eSellerate reserves the right to impose special fees to cover such costs as follows: as of the end of each calendar month, eSellerate will calculate (a) Publishers actual bandwidth usage for transmitting Publisher Products and Combined Products in that calendar month (Actual Monthly Bandwidth Usage), and (b) Publishers system bandwidth allocation equal to 2.7MB for each One Dollar ($1) in sales processed by eSellerate during that calendar month (the Monthly Bandwidth Allocation). In the event Publishers Actual Monthly Bandwidth Usage exceeds its Monthly Bandwidth Allocation for that calendar month, eSellerate will charge Publisher an additional fee equal to One Cent ($0.01) per megabyte of bandwidth usage in excess of the Monthly Bandwidth Allocation, which may be offset by eSellerate against amounts due to Publisher. All fees, payments, and other monetary amounts due and payable under this Agreement will be expressed and payable in United States Dollars. In the event eSellerate accepts funds in connection with a transaction in a currency other than United States Dollars, eSellerate will convert such receivables to United States Dollars using industry-accepted bank-set base conversion rates reasonably adjusted by eSellerate for volatility and liquidity risk.

g)

13) Disclaimer of Warranty. The eSellerate Licensed Materials are provided to Publisher on an AS IS basis. ESELLERATE EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILTY, TITLE AND NONINFRINGEMENT. eSellerate does not represent or warrant that the Materials will meet any or all of Publishers particular requirements, that the operation of the Materials or the eSellerate Online Transaction Service will be error-free or uninterrupted, or that all programming errors can be found in order to be corrected. Publishers exclusive remedy for any failure of the eSellerate Licensed Materials shall be limited to repair or replacement of the defective Materials at eSellerates sole option and expense. 14) Returns and Refunds. eSellerate shall establish a returns policy for Publisher Products resold by eSellerate, which may match Publishers own returns policy as determined by eSellerate. eSellerate hereby appoints Publisher as its agent for the purpose of processing returns, determining applicable restocking fees, and initiating refunds solely in accordance with eSellerates returns policy. Publisher must also acknowledge all customer requests within three (3) business days. Publisher agrees and acknowledges that eSellerate may also accept returns directly where Publisher fails to timely acknowledge a refund request, Publisher fails to perform its duties as returns agent to eSellerates reasonable satisfaction, or eSellerate determines in good faith that a refund is appropriate on a transaction where a chargeback or other dispute is, in eSellerates opinion, likely to occur. Publisher shall be solely liable for any refunds issued which are not authorized by eSellerates returns policy or otherwise approved by eSellerate in writing or by e-mail. For each return and refund approved by Publisher on eSellerates behalf, Publisher will notify eSellerate, via the eSellerate Online Transaction Service, of the original order number and any restocking fees to be imposed on the sale transaction. When notified of a refund and return authorization by Publisher and provided with the required order number and restocking fee information, eSellerate, via the eSellerate Online Transaction Service, will process a credit transaction for the customer. Publisher shall accept for return any product returned to eSellerate by a purchaser and accepted by eSellerate (either by Publisher as eSellerates returns agent or by eSellerate directly). Publisher agrees that any authorized refund and return will constitute a negative sale for purposes of Publisher Product sale payments made by eSellerate to Publisher, and that the Product Discount earned by eSellerate for the original sale will not be refunded to Publisher. 15) Non-digital Publisher Products. In the event that Publisher Products shall include non-digital products, then the terms of this paragraph shall apply. Publisher shall have sole responsibility, and eSellerate shall have no responsibility by virtue of this Agreement, for the purchase, storage, handling, and shipping for such products, and with respect to the fulfillment of any such non-digital products, Publisher agrees and acknowledges that it (either directly or through its own third party fulfillment provider acting as its subcontractor) is acting as eSellerates fulfillment agent. If non-digital products are provided free of charge to customers, eSellerate will notify Publisher of each order for such products. Publisher will provide a shipping date for each order, for purposes of informing customers, within seven days of notification. If non-digital products are provided to customers at a price, eSellerate will notify Publisher of each order for such products. Upon notification by Publisher that such orders have been shipped to customer, eSellerate will process the payment transaction and notify customer. A customer order is not considered complete for any payment purposes under this Agreement until Publisher has shipped any associated non-digital products and eSellerate has processed the customer payment. Publisher represents, warrants and covenants that (a) Publisher Products sold to customers by eSellerate will only be fulfilled from locations approved in advance by eSellerate, and from no other location, and (b) Publishers shipping carrier shall be responsible for the collection of any import duties which are required to be collected by the shipping carrier on international shipments. Publisher shall provide eSellerate with Publishers reasonable fulfillment rate schedule for the performance of its fulfillment obligations hereunder as eSellerates fulfillment agent (the Fulfillment Rate Schedule). Publisher acknowledges and agrees that eSellerate, as the seller and merchant of record, is solely responsible for setting the shipping and handling fee charged to a customer for each transaction, which may reflect the
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actual amount due from eSellerate under the Fulfillment Rate Schedule at eSellerates discretion. eSellerate shall pay to Publisher the fulfillment fees set forth in the Fulfillment Rate Schedule for each Publisher Product physically fulfilled by Publisher on eSellerates behalf. 16) General. a) Governing Law. Each Agreement shall be governed by the laws of the State of Minnesota in the United States without reference to or use of any conflicts-of-laws provisions therein. For the purpose of resolving conflicts related to or arising out of the Agreement, the Parties expressly agree that venue shall be in the State of Minnesota in the United States only, and, in addition, the Parties hereby consent to the exclusive jurisdiction of the federal and state courts located in Hennepin County, Minnesota in the United States of America. The Parties specifically disclaim application of the United Nations Convention on the International Sale of Goods, 1980. Notices. Any notices provided under this Agreement shall be in writing and shall reference this Agreement, and shall be delivered either by personal delivery, by certified mail, postage pre-paid and return receipt requested, or by nationally recognized express courier which provides a written proof of delivery, to the addresses set forth in the Agreement (with respect to eSellerate, a copy shall be sent to DR globalDirect, Inc. d/b/a eSellerate, 9625 West 76th Street, Eden Prairie, MN 55344, ATTN: General Counsel). A copy of a notice may be sent via confirmed fax (copies of notice by confirmed fax to eSellerate shall be sent to 952-674-4444). Notice shall be deemed effective upon the delivery (as evidenced by the delivery receipt). Irreparable Harm. Each Party acknowledges that its breach of the Agreement would cause irreparable injury to the other for which monetary damages are not an adequate remedy. Accordingly, a Party shall be entitled to injunctive relief and other equitable remedies in the event of a breach of the terms of the Agreement, without the necessity of posting a bond in connection therewith. The availability of injunctive relief shall be a cumulative, and not an exclusive, remedy available to the Parties. Inurement; Assignment. Each Agreement shall be binding upon and inure to the benefit of the Parties and their permitted successors and assigns. Neither Party may assign an Agreement, or assign its rights or delegate its duties thereunder (whether directly or indirectly, in whole or in part, by operation of law or otherwise) without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, in the event of a merger, acquisition, joint venture, change of control, or sale of substantially all of its assets or business of a Party (or any substantially similar transaction), and so long as the entity to which the contract is assigned is not a direct competitor of the other Party, that Party shall be entitled (upon written notice to, but without the prior written consent of, the other Party) to assign an Agreement to the surviving entity in connection with such transaction. At the option of the other Party, the assigning Party shall guarantee in writing the performance of the assignee. No Third Party Beneficiaries. This Agreement is made solely for the benefit of the Parties to the Agreement and their respective permitted successors and assigns. The terms, representations, warranties, and covenants of the Parties set forth in the Agreement are not intended for, nor shall they be for the benefit of or enforceable by, any other person or entity, including without limitation Authorized Users. Other. This Agreement contains the entire agreement of the Parties relating to the subject matter hereof, and supersedes any prior or contemporaneous agreement, discussion or undertaking, whether written or oral, related hereto. This Agreement may not be amended or modified except by a subsequent writing signed by the Parties hereto. No waiver or breach of any provision of the Agreement (a) shall be effective unless made in writing, or (b) shall operate as or be construed to be a continuing waiver of such provision or breach. In the event any portion of the Agreement is held to be invalid or unenforceable, such portion shall be construed as nearly as possible to reflect the original intent of the Parties, or if such construction cannot be made such provision or portion thereof shall be severable from the Agreement (provided that the same shall not affect in any respect whatsoever the remainder of the Agreement). Except for payment obligations hereunder, neither Party shall be in breach of the Agreement in the event it is unable to perform its obligations as a result of any reason or condition beyond its reasonable control. Each Party is an independent contractor of, and is not an employee, agent or authorized representative of, the other Party. This Agreement shall not in any respect whatsoever be deemed to create a partnership, joint venture, or other business combination between eSellerate and Publisher. Except as may be expressly provided in the Agreement, neither Party shall have the right, power or authority to act or create any obligation, express or implied, on behalf of each other. Notwithstanding any applicable statute of limitations, the Parties agree that any claims for breach of the Agreement shall be brought by a Party within two (2) years of the date that Party first has notice of the existence of such breach. No provisions in either Partys purchase orders or other business forms shall modify, supersede or otherwise alter the terms of the Agreement. The Parties acknowledge and agree that the Agreement has been negotiated by the Parties and their respective counsel, and shall be interpreted fairly in accordance with its terms and without any strict construction in favor of or against either Party based on draftsmanship of the Agreement or otherwise. Headings are for reference purposes only and shall not affect the meaning or interpretation of the Agreement. eSellerate may, at its discretion, engage the services of subcontractors or agents to assist eSellerate in the performance of its obligations, and eSellerate will be responsible for the acts and omissions of such subcontractors and agents. Any reference to a section shall refer to all subsections of that section unless otherwise stated. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an

b)

c)

d)

e)

f)

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original, but all of which shall be one and the same document. A copy (including PDF) or facsimile of a signature shall be binding upon the signatory as if it were an original signature. IN WITNESS WHEREOF, the duly authorized representatives of the Parties have executed this Agreement as of the dates set forth below. (Publisher) DR globalDirect, Inc. d/b/a eSellerate

By: Name: Title: Dated:

By: Name: Title: Dated: [The remainder of this page is intentionally blank]

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Exhibit A Publisher Information General Information: Publisher Full Legal Name: Address (street address): City: Country: Main phone number: Main fax number: Main web site: Authorized person executing this agreement on behalf of Publisher Name: Title: E-mail: Mailing address (letters, etc): Address: City: Country: Shipping address (overnight packages): Address: City: Country: Publisher Technical Contact Name: Title: E-mail: Mailing address (letters, etc): Address: City: Country: Shipping address (overnight packages): Address: City: Country: State: Zip: Same as mailing address State: Zip: Direct phone: Same as mailing address for Authorized Person, above Same as Authorized Person State: Zip: Same as mailing address State: Zip: Same as above Direct phone: State: Zip:

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Publisher Payment/Reporting Contact Name: Title: E-mail: Mailing address (letters, etc): Address: City: Country: Shipping address (overnight packages): Address: City: Country: Customer Technical Support: If one of your customers contacts us for TECHNICAL SUPPORT on your products, to whom at your company should we direct them? Contact name: E-mail: Web site: Customer Information Support: Same as Customer Technical Support Contact If one of your customers contacts us for INFORMATION on your products, to whom at your company should we direct them? Contact name: E-mail: Web site: Information to Appear on End User Credit Card Statements (mDescriptor): DRI *__________________________ (cannot exceed 22 characters (4 are already used by eSellerate) allowing for 18 total characters for Publisher input, including all punctuation). This is subject to review and approval by eSellerate to ensure requirements are adhered to and content is appropriate. Publisher Selected Monthly Payment Voucher Processing Date*: ____________________________ (Any date between 1 and 28) * Note: This date represents the day of the month that determines a Transaction Period (when no threshold amounts are used), totals your account for that Transaction Period and generates a corresponding payment voucher. A voucher is created in that amount and notices of such are provided, but it does not represent the date you receive your payment. Direct phone: Direct phone: State: Zip: Same as mailing address State: Zip: Direct phone: Same as mailing address for Publisher Technical Contact, above Same as Authorized Person Same as Publisher Technical Contact

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Exhibit B Special Business Terms and Conditions The business terms and conditions of the agreement are modified as follows:

________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________

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