STG PARTNERSHIP PROGRAM - GENERAL AGREEMENT

This STG Partnership Program - General Agreement (the "Agreement") contains the general terms and conditions that apply to the participation of an individual or an entity ("Partner") in one of the STG Partnership Programs ("Partnership Program"), including, but not limited to: the STG Affiliate Partner Program, STG Associate Partner Program, STG Merchant Partner Program and STG Provider Partner Program ("STG Programs").

INDEPENDENT PARTNER STATUS

The parties recognize that the other party is an independent source of services and/or products and not an employee, agent, ownership partner, co-venturer, or representative of the other party. Each party will at all times disclose that it is an independent Partner of STG Programs or representative or Partner or Partner’s products and will not represent to any third party that it is an employee, agent, co-venturer, or representative of the other party other than as expressly authorized by each party. Each party is solely responsible for payment of their employees and agents as may provide services and/or products to the other party in connection with applicable STG Partner Programs agreements, and each party is not responsible for withholding taxes with respect to compensation paid the other party under this Agreement. Each party will not be entitled to receive any employment benefits offered to employees of the other party, including but not limited to: workers' compensation coverage; savings or profit sharing plans; stock option, incentive or other bonus plans; health, dental or life insurance coverage; and paid vacations. Each party will not exercise control over the other party’s manner of performance of the services.

TERM

The effectiveness of this Agreement shall not commence until the Partnership Program Application is accepted by STG. The effectiveness hereof and binding effect shall occur upon STG acceptance of the Partnership Program Application. This Agreement shall remain in full force and effect until terminated by the Partner or by STG. Either STG or the Partner may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination in compliance with this Agreement.

TERMINATION

Written Notice. The parties agree that either party, through thirty (30) days written notice, may terminate this Agreement and/or Partner's engagement under any schedule or agreement to this Agreement, provided that earned payments in accordance with the schedule or agreement remain due and payable. Either party may terminate this Agreement in writing immediately in the event of material breach of this Agreement remaining uncured following at least thirty (30) days notice to the other party specifying the nature of the breach and the termination date.

Final Payment. If this Agreement is terminated for any reason, the Partner will have a right to receive its accrued commissions or fees through the effective date of termination. STG has the right to withhold final payments for sufficient time in order to assure that the amount paid to the Partner is accurate and not subject to later adjustment for returns or any other reason. If following final payment STG determines that the amount of commissions or fees that the Partner were paid was too high, as a result of subsequent returns or any other adjustment or reason, the differential shall be a debt from the Partner to STG and STG shall have all legal right to receive a refund of such overpaid commission or fee from the Partner.

TRADEMARKS AND COPYRIGHTS

STG Trademarks. Standards Technology Group, STG, Standards Technology Group Partner, STG Partner, STGPARTNERSHIPS, STGAFFILIATE, STGASSOCIATE, STGMERCHANT, STGPROVIDER, STGNET and the STG logos (collectively, the STG Marks) are the trademarks of STG. All rights in and to STG Marks and the goodwill in STG Marks are reserved to and owned by STG.

Other Marks. Any other marks used in any Work are the property of their owners. No license or other right in such marks is conferred by this Agreement.

Survivability. The obligations of this section (Trademarks and Copyrights) will survive expiration or termination of the Agreement for any reason.

License to STG Marks. The Partner will have a non-exclusive, limited term license to use the trademarks, logos, and copyrighted material that STG provided to the Partner by STG for use solely on the website that the Partner designates in the Partnership Program Application. The Partner may not distribute, reproduce, modify, amend, these images in any way. The Partner may use these images only for the purposes of promoting STG’s website and products on the Partner’s website in compliance with the STG Partner Program policies and procedures and the terms of this Agreement. The license so granted is subject to complete compliance with all terms and conditions of this Agreement and any policies STG may create and amend from time to time regarding the STG Partner Programs. STG may revoke the limited license granted hereunder at any time in writing to the Partner. Upon termination or revocation, the Partner will immediately cease from any use this material.

Use of Other Proprietary Materials. The Partner is not permitted to use any other proprietary materials, including but not limited to trademarks, copyrights, logos, text, and any other materials that belong to STG or to any other party and which may appear on STG’s website.

Partner Marks. The Partner grants to STG, during the term of the Agreement, a royalty-free, nonexclusive, worldwide, right and license to use the Partner’s trademarks, trade names, service marks, business names, web page titles, slogans, logos, descriptive materials, and copyrighted materials for the purposes of promoting, advertising, announcing, or marketing the Partner participation in STG Partner Program. The Partner represents to have the right, power, and authority to license said materials to STG as aforesaid and that the Partner is not under any legal or contractually limitation on the right to so license these materials. "Descriptive Materials" means all available information about each Product, including without limitation artwork and text for the packaging (including for example, cover, jacket, jacket flaps, spine and front and back matter); promotional photographs and descriptions, blurbs, author bios, Library of Congress information, title page information, tables of contents, indices, complete Product descriptions, reviews and any other materials concerning the Product. Aside from those portions of each Product identified in the preceding sentence, for the purposes of this Agreement, Descriptive Materials does not include the internal content contained in the Products, such as the text of a book or the recording or video compositions contained within a DVD.

PAYMENTS

Payment Schedule. Commissions and fees will be paid to the Partner on a monthly basis on or about the 30th of the subsequent month for amounts received by STG during the previous month. STG does not guarantee an exact date of calculation of commissions or payments. All payments will be made via company check sent to the address that the Partner supplied in the Partner Program Application. STG does not send payment if the total commission due to the Partner is not at least $1.00 USD. Amounts below $1.00 USD will accrue to the Partner account and payment will be made for the month when the Partner’s total commissions achieve the minimum $1.00 USD. STG reserves the right to amend the minimum commission payment amount at any time.

Fee Payment. STG will pay fees only upon collection by STG. The Partner has no right to fees until the applicable customer has paid STG in full. All fees are quoted and will be payable in US dollars.

CUSTOMER PRACTICES

STG Customers. All parties who make purchases through STG are deemed to be STG’s customers and not the Partner’s customers relative to STG’s and other Partner’s products and services. STG will have the right to contact these customers and send future marketing offers to them, except that after termination of this Agreement Partner shall have no obligation to accept orders from such customers or from STG for Partner’s products. Additionally, all such customers and purchases will be subject to STG policies, procedures, rules and regulations and the Partner has no right or authority to amend or offer any different offers relative to the purchase of products from STG’s website. STG however, reserves the right to amend any of its terms, conditions, policies, procedures, pricing, payment policies, collection policies, and all other items relative to STG’s business and sale of products at any time in its sole discretion.

Customer Information. At Partner's request, STG will provide Partner, without charge, with customer profile information ("General Profile Information"), as determined by STG in its reasonable discretion, which describes the habits, usage patterns and/or demographics of Customers as a group, subgroup or a class of Customers.

Individual Profile Information. Information identifying the name or address (electronic or physical) of a Customer ("Individual Profile Information") will be provided to Partner, without charge, to the extent readily available, solely based on connection with Partner Transactions and solely for Partner's internal use in connection with product or service registration, accounting, research and marketing (special offer or communication relative to its products and/or services to a targeted group of Customers), subject to each individual Customer’s right to elect not to receive any such offers or communications.

Confidential Profile Information. General Profile Information and Individual Profile Information related to Partner Transactions which is collected by STG shall be Confidential Information and shall be treated as such by the Partner. STG will not disclose any General Profile Information which is derogatory to or critical of Partner or any officer, director, agent or employee of Partner.

PUBLICITY

Public Notice. Either party may not issue any press release or make any public statement related to Partner Programs, or use the name, trademarks or logo in any way (including in promotional material) of the other party or any of its companies or websites without the other party’s advance written permission, or misrepresent or embellish the relationship between Partner and STG in any way. An exception to this is STG list of partners.

Advertising. STG shall have the right to enter into agreements with advertising sales agencies which grant them the right to sell advertising on the STG Service, including advertising for inclusion in any page or screen which includes the Partner information with the exception of Partner or Partner Product content.

STG Obligation. STG has no obligation to announce, advertise, market, or promote the Partner participation in STG Partner Program, but reserves the right to do the same at its sole discretion.

ADHERENCE TO LAWS

Each party agrees that in carrying out its duties and responsibilities under this Agreement, it will neither undertake nor cause, nor permit to be undertaken, any activity which either (i) is illegal under any laws of the United States or any other country in which each party does business; or (ii) would have the effect of causing each party to be in violation of any laws or regulations in effect in the United States or any other country in which each party does business. Each party will inform the other party of any relevant laws or regulations requiring registration of the other party with any governing body for purposes relevant to this Agreement, and will work with the other party to obtain such registration.

NO REPRESENTATIONS REGARDING INCOME POTENTIAL

STG makes no representations and warranties regarding potential income that may result from participation in this Partnership Program and specifically disclaims any and all warranties relative to earning potential from the Partner status.

REPRESENTATIONS AND WARRANTIES

STG and Partner warrant and represent that they are duly organized, validly existing and in good standing under the laws of their respective jurisdictions of organization, if applicable, and have the requisite power and authority and legal right to enter into this Agreement, and that performance of their obligations under this Agreement will not violate any laws or other agreements to which they are subject. The Partner’s entry of this Agreement is not prohibited by the terms of any document, is not contrary to any law, rule or regulations, and is not in violation of any court or administrative order.

MODIFICATIONS

STG reserves the right in its sole and absolute discretion, to modify any terms and conditions of the Partnership Program and the terms and conditions of this Agreement or its Agreements upon notice to the Partner. Notice of any changes may be given via Email to the Partner or by posting such changes in the Partnership Program sections of STG’s website. Such changes and modifications will take effect upon transmission of Email or posting on STG’s website. The Partner may terminate participation in the Partnership Program in the event that any of these modifications are unacceptable to the Partner and such termination shall be the Partner sole and exclusive remedy. In the event that the Partner continues to participate in the Partnership Program following such modifications, the Partner will be deemed by the Partner continued participation to accept any and all such changes.

LIABILITIES

STG HEREBY DISCLAIMS ANY AND ALL WARRANTIES AND LIABILITY RELATED TO ANY DOWNTIME OR FAILURE FOR USERS TO BE ABLE TO ACCESS ITS WEBSITE OR TO ACCESS ITS WEBSITE USING THE LINK FROM THE PARTNER’S WEBSITE. FURTHERMORE, STG SHALL NOT BE RESPONSIBLE FOR AND HEREBY DISCLAIMS ANY AND ALL WARRANTIES RELATED TO ITS WEBSITE, THE PARTNERSHIP PROGRAM, THE PARTNER PARTICIPATION IN THE PARTNERSHIP PROGRAM, THE PARTNER ABILITY TO MAKE ANY COMMISSIONS OR OTHERWISE PROFIT THROUGH PARTICIPATION IN THIS PARTNERSHIP PROGRAM, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF FITNESS FOR ANY PARTICULAR PURPOSE OR MERCHANTIBILITY, NON-INFRINGEMENT, OR ANY CLAIM MADE BASED UPON THE STG’S COURSE OF DEALING OR USAGE OF TRADE. STG DOES NOT REPRESENT OR WARRANT THAT ITS WEBSITE OR ANY APPLICATION, INCLUDING BUT NOT LIMITED TO ITS LINK TRACKING FEATURES, WILL BE ERROR FREE OR THAT THEY WILL FUNCTION WITHOUT INTERRUPTION. EXCEPT FOR ANY WARRANTIES THAT PARTNER EXPRESSLY MAKES IN THIS AGREEMENT, PARTNER DISCLAIMS ANY AND ALL WARRANTIES EXPRESSED OR IMPLIED INCLUDING BUT NOT LIMITED WARRANTIES OF FITNESS FOR ANY PARTICULAR PURPOSE OR MERCHANTIBILITY, NON-INFRINGEMENT, OR ANY CLAIM MADE BASED UPON THE PARTNER’S COURSE OF DEALING OR USAGE OF TRADE.

NEITHER PARTY SHALL BE RESPONSIBLE FOR ANY DIRECT OR INDIRECT DAMAGES OR LIABILITIES OF ANY NATURE, INCLUDING BUT NOT LIMITED TO INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR SPECIAL DAMAGES, LOSS PROFITS, LOST BUSINESS OPPORTUNITY OR ANY OTHER DAMAGES; REGARDLESS OF WHETHER SUCH PARTY WAS OR HAS BEEN ADVISED OF THE POSSIBILITY OF THE SAME AND TOOK NO ACTION TO PREVENT THE SAME.

Without limiting the forgoing, STG total liability for any damages arising hereunder shall never exceed the total commissions paid and payable by STG pursuant to the terms hereof.

CONFIDENTIALITY

In the event that any information is disclosed to either party through the Partner participation in the Partnership Program related in any way to either company and business which that party deems to be confidential and proprietary, the Recipient agrees to hold such information in the strictest of confidence and not to disclose such information to any other party or to use any such information for the Recipient’s own purposes. Confidential information will include any information regarding STG changes or modifications to this Agreement or this Partnership Program (which STG shall have no obligation to make) or any special treatment that the Partner may receive (which STG reserves the right to provide in its sole discretion to any Partner). Confidential information shall also include any and all information related to Discloser business, business plans, marketing plans, user statistics, financial information, pricing, profits, membership information, affiliations, sales information, and all other information which the Discloser considers to be confidential and proprietary.

The confidentiality obligations of this Agreement shall not apply to any information which (a) is already in the public domain through no breach of this Agreement; (b) was, as between the parties, lawfully in Recipient’s possession prior to receipt from the Discloser, (c) is received by Recipient independently from a third party, unless Recipient knows that disclosure by such third party violates a confidentiality obligation of the third party, or (d) is independently developed by Recipient without use of the Confidential Information. Confidential Information shall not be deemed to be in the public domain merely because any part of the Confidential Information is embodied in general disclosure or because individual features, components or combinations thereof are now or become known to the public.

Each party may disclose the other party’s Confidential Information if it is required by law to be disclosed in response to a valid order of a court of competent jurisdiction or authorized government agency, provided that the party subject to the disclosure order must provide the other party prompt notice of the order and reasonably cooperate with the other party’s efforts to receive a protective order or otherwise limit disclosure.

Unless mutually agreed otherwise in writing, Recipient’s obligations hereunder with respect to each item of Confidential Information shall expire three (3) years from the date of receipt by Recipient.

INDEMNIFICATION

Each party (Indemnifier) hereby indemnifies and holds the other party (Indemnitee), and all of the Indemnitee’s stockholders, officers, directors, employees, contractors, ownership partners, agents, successors and assigns harmless from and against any and all claims, liabilities, damages, actions, causes of action, suits, threats, demands, settlements, including all costs and attorney fees related thereto, that are based in whole or in part upon (a) the Indemnifier’s participation in the Partnership Program, (b) any claims that any of the Indemnifier’s trademarks and other proprietary material infringe upon the rights of any other party, or (c) the Indemnifier’s breach of any term, covenants, condition, representation or warranty contained in this Agreement or any policies of participation in the Partnership Program, or any claim related directly or indirectly to the Indemnifier’s use, operation or the content of the Indemnifier’s website; provided that (i) the Indemnitee promptly notifies the Indemnifier of such claim, (ii) the Indemnifier has sole control of the defense and any negotiations for the settlement of such claim, except that Indemnitor shall not enter into any settlement without Indemnitee’s prior written consent (which consent shall not be unreasonably withheld), other than a settlement that requires only payment of money by Indemnitor), and (iii) the Indemnitee provides the Indemnifier with all reasonable assistance, information, and authority necessary to Indemnifier’s defense or settlement of such action.

MISCELLANEOUS

• Cooperation. The parties agree that mutual cooperation is necessary to develop and deliver training material on a timely basis. Partner will not be liable for delays occasioned by failure of STG to provide necessary personnel, equipment and resources as specified in any schedule.
• Agreements. No alteration, modification, agreement or other change of this Agreement will be binding on the parties unless in writing, approved and executed by Partner and an authorized executive officer of STG whether by operation of law or otherwise.
• Assignment. This Agreement is binding on the successors of the parties and may be assigned by STG in the event of a merger, consolidation, buyout or other reorganization without the consent of Partner. Otherwise, this Agreement may not be assigned by either party without the prior written consent of the other party, which consent will not be withheld, conditioned or delayed unreasonably.
• Notices. Any notice or communication required or permitted under this Agreement must be in writing and will be deemed received when personally delivered or one (1) day after being sent via facsimile or email or five (5) days after being sent via first-class mail, postage prepaid, return receipt requested, to a party at the address or number specified in this Agreement or at any other address either party may from time to time designate to the other.
• Governing Law. This Agreement will be governed by and interpreted, construed and enforced in accordance with the laws of the State of Vermont, USA, excluding conflicts of laws principles.
• Invalidity. The terms of this Agreement will be severable so that if any term, clause, or provision is deemed invalid or unenforceable for any reason by a court of competent jurisdiction, such invalidity or unenforceability will not affect the remaining terms, clauses and provisions, the parties intending that if any such term, clause or provision were held to be invalid, they would have executed an agreement containing the remaining terms, clauses and provisions of this Agreement.
• Waiver of Breach. The waiver by either party of any breach of the terms and conditions of this Agreement will not be considered a modification of any provision, nor will such a waiver act to bar the enforcement of any subsequent breach.
• Background, Enumerations and Headings. The "Background," enumerations and headings contained in this Agreement are for convenience of reference only and are not intended to have any substantive significance in interpreting this Agreement.
• STG Property. All STG property in the possession or control of Partner including, but not limited to, specifications, documentation, source code, and magnetic media will be returned by Partner to STG on demand, or at the termination of the applicable schedule or this Agreement, whichever is first.
• Entire Agreement. This Agreement, including attached schedules or agreements, represents the entire agreement between the parties and supersedes all existing contracts or agreements, written or oral, between the parties relating to its subject matter. Any contrary terms in any STG Purchase Order are rejected.
• Force Majeure. Neither party will be liable to the other for failure or delay in performance due to circumstances beyond their reasonable control, such as war or national emergency, strike, power failure, epidemic or quarantine, riot or other catastrophe. The parties agree to cooperate in good faith to resume performance if and when possible.
• Conflicts of Interest. Each party represents that it is free to enter into this Agreement, and that this engagement does not violate the terms of any agreement between the other party and any third party. During the term of this agreement, the each party shall devote as much of its productive time, energy and abilities to the performance of its duties hereunder as is necessary to perform the required duties in a timely and productive manner. Each party is expressly free to perform services relative to its expertise for other parties while performing services related to participation in the Partnership Program.