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I agree with the terms stated below:
This Software Sales Agreement (the "AGREEMENT") is entered into between iPortis.com, LLC., located at 5448 Apex Peakway, Suite #140, Apex, North Carolina 27502, and the software developer __________________ ("DEVELOPER") on 08/28/2008. WHEREAS, DEVELOPER has developed certain software products and desires to appoint IPORTIS.COM as a re-seller for the products, with IPORTIS.COM accepting payment for such software from customers pursuant to this Agreement. NOW, THEREFORE, in exchange for valuable consideration and the promises set forth herein below, the sufficiency of which the parties hereby acknowledge, IPORTIS.COM and DEVELOPER agree as follows: I. DEVELOPER'S RIGHTS AND DUTIES A. Appointment of Agent. DEVELOPER hereby appoints IPORTIS.COM as a non-exclusive agent to accept payments for the software from customers and to remit such payments less the applicable IPORTIS.COM fee to DEVELOPER on the terms described below. B. Deliverables. DEVELOPER will remit to the customer any deliverables not provided by IPORTIS.COM, including but not limited to Manuals, Activation Keys, Serial Numbers. II. IPORTIS.COMÓ“ RIGHTS AND DUTIES A. Order Processing. IPORTIS.COM will maintain an order processing facility accessible by Internet users for the purpose of selling the DEVELOPERÓł Product. IPORTIS.COM will notify the DEVELOPER, via electronic mail, after each sale. IPORTIS.COM reserves the right to refuse and/or reject any Product or vendor at any time for any reason. B. Payment of fees. IPORTIS.COM will receive a commission on sales of the Product to be calculated as follows: The commission shall be six and one-half percent (6.5%) of the total order amount (excluding any applicable sales tax or other taxes) plus $.50 (USD) per transaction. The balance of the sale after deduction of the commission shall be paid on or before the last day of the month following the month in which the sales occurred. With each payment, IPORTIS.COM will provide to the DEVELOPER a report that sets forth the calculation of the amount of the commissions paid. C. Refunds/Chargebacks. IPORTIS.COM will not issue any refunds to clients unless directed to do so by the DEVELOPER within 30 days of the sale of the Product. Only refunds for the full amount of the original purchase will be refunded to the client's credit card used for the original purchase. The full refund amount will be debited from the DEVELOPER's account. D. CD-ROM Publications. IPORTIS.COM reserves the right to publish the DEVELOPER's software onto CD-ROM Media for distribution. Iportis.com shall notify the DEVELOPER when this occurs. The DEVELOPER can be excluded from publication by notifying IPORTIS.COM. CD-ROMs printed before notification will not be effected. III. WARRANTIES A. DEVELOPER warrants that it is the sole and exclusive owner of all right, title and interest in the Product(s), including any and all intellectual property interests therein. B. DEVELOPER further warrants that IPORTIS.COM's performance under this AGREEMENT does not infringe any of the intellectual property rights of DEVELOPER or any third party. C. DEVELOPER further warrants that it has the right, power, and authority to enter into this AGREEMENT and that there are no other agreements with any party in conflict with such grant. IV. TERMINATION A. Termination. This Agreement may be terminated by either party at any time by providing fourteen (14) days written notice to the other party. DEVELOPER is responsible for fulfilling any orders made during this time. IPORTIS.COM is responsible for payments on product(s) and upon receipt of notice, IPORTIS.COM will cease to accept orders for the DEVELOPER's products. V. INDEMNIFICATION A. Indemnity. DEVELOPER hereby agrees to indemnify and hold harmless IPORTIS.COM and its officers, directors, partners and controlling persons from and against any and all claims, liabilities or other expenses (including court costs, attorneys' fees and costs of settlement) incurred by any of them in connection with or arising out of (i) any breach or alleged breach by DEVELOPER of any of its representations, warranties or covenants in this AGREEMENT; (ii) any claim or liability relating to the content, quality or performance of the Product or any warranty, return, support, maintenance or other obligations related to the Product; or (iii) any other obligation or responsibility expressly allocated to DEVELOPER under this AGREEMENT. VI. OTHER TERMS A. Arbitration. Any and all disputes arising under or relating to this AGREEMENT that cannot be resolved by the parties shall be submitted to arbitration under the Commercial Arbitration rules and regulations of the American Arbitration Association. The parties hereto specifically agree that IPORTIS.COMs acceptance of this AGREEMENT is made in Wake County, North Carolina and that the Arbitration required hereunder shall be conducted only in Wake County, North Carolina. Either party hereto may invoke this paragraph after providing thirty (30) days written notice to the other party. All costs of Arbitration shall be divided equally between the parties. Any Arbitration award may be enforced by a court of law. B. Transfer of rights. All covenants and agreements herein shall bind and inure to the benefit of the respective heirs, executors, administrators, successors and assigns of the parties. C. Amendment. This AGREEMENT may be modified or amended only if the amendment is made in writing and is signed by both parties. D. Severability. If any provision of this AGREEMENT shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this AGREEMENT is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. E. Waiver of Contractual Right. The failure of either party to enforce any provision of this AGREEMENT shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this AGREEMENT. F. Applicable Law. This AGREEMENT shall be governed by the laws of the State of North Carolina and the United States of America. G. Entire Agreement. This AGREEMENT contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This AGREEMENT supersedes any prior written or oral agreements between the parties.
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