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Loadmart Terms and Conditions

Loadmart Terms of Service

The Loadmart Web Site (the "Site") is an online shop platform service provided by Loadmart, Inc. ("Loadmart"), subject to your compliance with the terms and conditions set forth below. PLEASE READ THIS DOCUMENT CAREFULLY BEFORE ACCESSING OR USING THE SITE. BY ACCESSING OR USING THE SITE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH BELOW. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR USE THE SITE. Loadmart MAY MODIFY THIS AGREEMENT AT ANY TIME, AND SUCH MODIFICATIONS SHALL BE EFFECTIVE IMMEDIATELY UPON POSTING OF THE MODIFIED AGREEMENT ON THE SITE. YOU AGREE TO REVIEW THE AGREEMENT PERIODICALLY TO BE AWARE OF SUCH MODIFICATIONS AND YOUR CONTINUED ACCESS OR USE OF THE SITE SHALL BE DEEMED YOUR CONCLUSIVE ACCEPTANCE OF THE MODIFIED AGREEMENT.

DEFINITIONS

"We," "our," "us," “provider,” and "Loadmart" refers to Loadmart.com url service, its subsidiaries and affiliates. "You" "Your" "Client" “Seller” or "Customer” mean the person or entity that subscribes or uses Loadmart services and/or has access to your Loadmart account.

NON-EXCLUSIVE RESELLER AGREEMENT

THIS NON-EXCLUSIVE RESELLER AGREEMENT (this Agreement) is entered into and shall be effective as of the date of signup,

by and between you (Company)

and
LOADMART, Inc., with a principal place of business at
14601 Portland Ave. South, Suite 323, Burnsville, 55306-4601 Minnesota, USA (LOADMART).

Background

Company desires to grant to LOADMART the non-exclusive right to sell and distribute the specific products described in Exhibit A (the Products). LOADMART is

engaged in the sale and distribution of digital goods and desires to have the right to sell and distribute the Products upon the terms and conditions set

forth below.
NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, the parties hereto (the Parties), intending to be legally bound,

hereby agree as follows:

1. Authorization.

1.1 Company hereby grants to LOADMART a non-exclusive right and license to distribute, market and sell to end-user customers (Customers), maintain,

support, use for demonstration purposes and display the Products or any part thereof, globally.
Licenses granted to Customers shall be between Company and such Customers. Such licenses shall be contained in the Products, and shall include the license

terms set forth on Exhibit B hereto.
Company hereby grants LOADMART a non-exclusive right to use any of Company's trade names, trademarks or logos, as supplied by Company from time to time, on

or with the Products and or material in connection with the marketing of the Products, provided that LOADMART obtains Companys prior written approval of any

materials distributed by LOADMART which contain Companys trade names, trademarks or logos. LOADMART shall use commercially reasonable efforts to market and

promote the Products.

1.2 LOADMART shall have the right to distribute any other products, including products that may compete with the Products.

1.3 Company hereby grants to LOADMART the right to use and display Companys trademarks (the Company Trademarks), but solely in connection with and to the

extent necessary for the marketing, distribution and support of the Products under this Agreement. LOADMART use shall be in accordance with Companys

trademark guidelines, as issued by Company to LOADMART in writing from time to time. LOADMART shall not remove or alter Products copyright notices,

trademarks, logos or packaging. Company retains all rights in the Company Trademarks except as specifically granted to LOADMART in this section. In

connection herewith, LOADMART authorizes Company to use its name and pre-approved LOADMART trademarks solely for purposes of marketing the nature of the

reseller relationship contemplated by this Agreement. LOADMART retains all rights in and to such name and trademarks, which must be used in accordance with

LOADMARTs trademark guidelines.

1.4 Company hereby grants to LOADMART the right to use and display Companys copyrighted materials (including software and printed materials included with

the Products), but solely in connection with and to the extent necessary for the marketing, distribution and support of the Products under this Agreement.

Company retains all rights in the materials except as specifically granted to LOADMART in this section.

2. Obligations of LOADMART.

2.1 LOADMART will use commercially reasonable efforts to make the Products available to Customers.

2.2 LOADMART will advertise and/or promote the Products in a commercially reasonable manner and will transmit Product information and promotional

materials to Customers, as reasonably necessary. LOADMART will also use its own reseller network (affiliates) and has the right to do so.

2.3 LOADMART will provide Company with monthly sales out reports describing LOADMARTs sales of Products by customer and Product, and identifying the

buyer by email address.

3. Obligations of Company.

3.1 Company will supply LOADMART with (2) complete Product licenses at no charge.

4. PRICING FOR DIGITALLY TRANSMITTED PRODUCTS

4.1 For each software license transmitted hereunder by LOADMART for which LOADMART is paid in full LOADMART shall pay the Company the following: 80% of

Net Receipts per each completed and paid for Download which has been digitally transmitted via any Website.

4.2 Notwithstanding the foregoing LOADMART shall make no payment to Company in respect of: (1) any incomplete, aborted or non-functional Download

Digitally Transmitted hereunder and (2) any replacement Download provided to an end user in place of an earlier non-functional version of the same Download

Transmitted to the said end user and for which the end user had made payment for.

5. General Indemnity; Warranty.

5.1 Company agrees to protect LOADMART and hold it harmless from any loss or claim incurred by LOADMART to the extent arising out of defects in any

Product existing at the time such Product is delivered by Company, or any warranties or representations of Company relating to the Products, provided that

LOADMART gives Company immediate notice of any such loss or claim and cooperates fully with Company in the handling thereof. LOADMART agrees to protect

Company and hold it harmless from any other kind of loss or claim incurred by LOADMART to the extent arising out of its installation of any of the Products

sold hereunder, including any loss or injury to the property or person of Customers or Customers representatives or employees, or any other person, provided

that Company gives LOADMART immediate notice of any such loss or claim and cooperates fully with LOADMART in the handling thereof.

5.2 Company warrants that the Products shall be free from any defects in material and workmanship and will perform in accordance with all specifications

relating thereto. Company shall use its commercially reasonable efforts to insure that the Products, at the time of delivery, shall be free of any virus or

other program routine designed to erase or otherwise harm data or other programs of the end user. Company further warrants that Company owns the Products,

including all associated intellectual property rights, or otherwise has the right to grant LOADMART and its customers the right and license provided in this

Agreement, and that neither the Products nor the associated documentation infringe any patents, copyrights, trademarks, or other proprietary rights of any

third parties.

5.3 Company warrants that the Products, individually or configured together as a system, will correctly (i) recognize, accept, compare, sequence, store,

retrieve, display, compute and process date-data relating to century and day-of-the-week recognition, including single century formulas and multi-century

formulas, leap years; (ii) exchange date-data and interface with other software, firmware and computer hardware with which it interacts, provided, that such

interacting software, firmware or computer hardware is itself capable of properly and correctly exchanging accurate date-data; and (iii) accept and respond

to two-digit date-data input in a manner that resolves any ambiguities as to the century in a defined, predetermined and appropriate manner. LOADMART shall

have the right to assign and otherwise pass through its rights under this warranty to its customers.

5.4 EXCEPT TO THE EXTENT ARISING IN CONNECTION WITH ITS INDEMNIFICATION OBLIGATIONS HEREUNDER, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY

INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY.

6. Term and Termination.

The initial term of this Agreement shall commence on the date signed by Company, and shall continue for one (1) year thereafter unless terminated or renewed

as provided below:

6.1 Either Party may terminate this Agreement upon thirty (30) days written notice of a material breach to the other and failure by the other to cure

such material breach within the thirty (30) day period.

6.2 Either Party may terminate this Agreement without cause and for any reason whatsoever upon sixty (60) days prior written notice to the other.

6.3 This Agreement shall terminate immediately should either Party become insolvent or should bankruptcy proceedings be commenced for or against either

Party.9.4 At the end of the initial term, this Agreement shall be automatically renewed for successive one (1) year terms, unless terminated by either party

by written notice to the other not less than sixty (60) days before the end of the initial term or any renewal period. The parties each acknowledge and agree

that certain customer relationships relating to the Products and services contemplated hereby may extend, by their terms, beyond the term of this Agreement.

Accordingly, notwithstanding termination or expiration of this Agreement for any reason, the parties agree to work together in the exercise of good faith to

develop and implement such post-termination support solutions, on a case by case basis, as may be reasonably necessary to satisfy any surviving customer

obligations.

7. Compliance with Laws. The parties shall be mutually responsible, as applicable, for complying with the laws and regulations applicable in the

Territory, or any nation, or political subdivision thereof, in which they engage in business in performing their respective responsibilities hereunder. Each

party will bear their applicable expenses and costs related to compliance with such laws and regulations.

8. Governing Law. This Agreement shall be governed by the law of Minnesota, USA.

The parties executing this Agreement warrant that they have the requisite authority to do so.

TRADEMARKS

Publications, products, content or services referenced herein or on the Site are the exclusive trademarks or service marks of Loadmart. Other product and company names mentioned in the Site may be the trademarks of their respective owners.

COPYRIGHT NOTICE

If you believe that any Submissions or any Site Content has been copied in a way that constitutes copyright infringement, please forward the following information to the Copyright Agent named below:

Your name, address, telephone number, and email address;
A description of the copyrighted work that you claim has been infringed;
The exact URL or a description of where the alleged infringing material is located;
A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and
A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Loadmart Inc,
14601 Portland Ave. S Suite 323
Burnsville, MN 55306

E-Mail: support@loadmart.com or vern@loadmart.com

By this notice, Loadmart seeks to preserve any and all exemptions from liability that may be available under the copyright law, but does not necessarily stipulate that it is a service provider as defined in 17 USC Section 512c or elsewhere in the law of the United States or any state or territory within the United States.

USE OF THE SERVICE

You understand that, except for information, products or services clearly identified as being supplied by Loadmart, Loadmart does not operate, control or endorse any information, products or services on the Internet in any way. Except for Loadmart- identified information, products or services, all information, products and services offered through the Site or on the Internet generally are offered by third parties that are not affiliated with Loadmart

You also understand that Loadmart cannot and does not guarantee or warrant that files available for downloading through the Site will be free of infection or viruses, worms, Trojan horses or other code that manifest contaminating or destructive properties.
You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to the Site for the reconstruction of any lost data.
You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) which you may have access to as part of, or through your use of, the Services are the sole responsibility of the person from which such content originated. All such information is referred to below as the “Content”.
Client agrees that web pages and files uploaded to our servers will not violate any provincial, federal or foreign laws or regulations; infringe on any intellectual property rights of Loadmart or any third party; be defamatory, slanderous or trade libelous; be threatening or harassing; be discriminatory based on gender, race, age; promote hate; or contain viruses or other computer programming defects which result in damage to Loadmart or any third party. Customers may not run IRC bots.
You agree that the following uses of Loadmart services are prohibited: unsolicited e-mailings, newsgroup spamming, Bulk e-mailing, pornographic or adult content or links to adult websites, nudity, copyrighted MP3s, illegal content, copyright infringement, trademark infringement, cracks, warez, or software serial numbers. Loadmart will be the sole and final arbiter as to what constitutes a violation of this policy.
Back-Up Content: Loadmart will make every reasonable effort to protect and backup data for Client on a regular basis, however Loadmart does not guarantee the existence, accuracy, or regularity of its backup services and, therefore, client is solely responsible for independent backup of data stored on Providers server and network.
Cancellation: You may cancel your subscription to Loadmart at any time for any reason. If you decide to cancel your subscription to Loadmart you must inform the staff via email.
You are entirely responsible and liable for all activities conducted by you, and/or any other user of your User Account and of the Services, including the transmission, posting, or other provision of text, files, links, software, photographs, video, sound, music or other information or material ("Posted Content") to any portion of the Services. Listed below are some, though not all, violations that may result in Loadmart terminating or suspending your User Account and/or access to Loadmart Services. You agree not to do any of the following actions while using any Loadmart Service:

Harass, threaten, embarrass or cause distress or discomfort upon another Service participant, user, or other individual or entity;
Transmit, in connection with any Service, any Posted Content that Loadmart, in its sole discretion, considers to be disruptive, unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, hateful, or racially or ethnically-motivated, or otherwise objectionable;
Cause any chat room screen in any chat room to "scroll" faster than other users are able to type to it or any action of a similar disruptive effect;
Impersonate in any Service, any person, including but not limited to, a Loadmart official or representative, chat or message board leader, guide or host;
Disrupt the normal flow of dialogue in a chat room or otherwise act in a manner that negatively affects other participants;
Post or transmit any unsolicited advertising, promotional materials, or any other forms of solicitation in the Services;
Intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, any regulations having the force of law while using or accessing any Services;
Invade the privacy or violate any personal or proprietary right of any person or entity; or
Infringe the intellectual property rights or similar rights, including but not limited to copyrights and trademarks, of any person or entity.
RIGHT TO REFUSE SERVICE

At its sole discretion, Loadmart has the right to refuse any and all service or Services to any applicant, Customer, Client whether it be an individual or legal entity.

WARRANTIES AND DISCLAIMERS

YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE AND THE INTERNET. LOADMART PROVIDES THE SITE AND RELATED INFORMATION "AS IS" AND DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS WHATSOEVER (INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE OR NONINFRINGEMENT, OR THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) WITH REGARD TO THE SERVICE, ANY MERCHANDISE INFORMATION OR SERVICE PROVIDED THROUGH THE SERVICE OR ON THE INTERNET GENERALLY, AND LOADMART SHALL NOT BE LIABLE FOR ANY COST OR DAMAGE ARISING EITHER DIRECTLY OR INDIRECTLY FROM ANY SUCH TRANSACTION. IT IS SOLELY YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS AND USEFULNESS OF ALL OPINIONS, ADVICE, SERVICES, MERCHANDISE AND OTHER INFORMATION PROVIDED THROUGH THE SERVICE OR ON THE INTERNET GENERALLY. LOADMART DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE SERVICE WILL BE CORRECTED.
YOU UNDERSTAND FURTHER THAT THE PURE NATURE OF THE INTERNET CONTAINS UNEDITED MATERIALS SOME OF WHICH ARE SEXUALLY EXPLICIT OR MAY BE OFFENSIVE TO YOU. YOUR ACCESS TO SUCH MATERIALS IS AT YOUR RISK. LOADMART HAS NO CONTROL OVER AND ACCEPTS NO RESPONSIBILITY WHATSOEVER FOR SUCH MATERIALS.

LIMITATION OF LIABILITY

IN NO EVENT WILL LOADMART BE LIABLE FOR (I) ANY INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE, OR ANY INFORMATION, OR TRANSACTIONS PROVIDED ON THE SERVICE, OR DOWNLOADED FROM THE SERVICE, OR ANY DELAY OF SUCH INFORMATION OR SERVICE. EVEN IF LOADMART OR ITS AUTHORIZED REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (II) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SERVICE AND/OR MATERIALS OR INFORMATION DOWNLOADED THROUGH THE SERVICE. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH STATES, LOADMART LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. LOADMART EXPRESSLY DISCLAIMS ANY LIABILITY FOR THE CONTENT OF ANY DATA TRANSFERRED EITHER TO OR FROM CUSTOMER OR STORED BY CUSTOMER OR ANY OF CUSTOMER'S CUSTOMERS VIA THE SERVICES PROVIDED BY LOADMART. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY ANY LOADMART PERSON WILL CREATE ANY WARRANTY OR MAY YOU RELY ON SUCH INFORMATION OR ADVICE.

THIRD PARTY LINKS

Loadmart makes no representations whatsoever about any other web site which you may access through this one or which may link to this Site. When you access a non-Loadmart web site, please understand that it is independent from Loadmart, and that Loadmart has no control over the content on that web site. In addition, a link to a Loadmart web site does not mean that Loadmart endorses or accepts any responsibility for the content, or the use, of such web site. By using the Website, you expressly relieve Loadmart from any and all liability arising from your use of any third-party website. Accordingly, we encourage you to be aware when you leave the Loadmart Website and to read the terms and conditions and privacy policy of each other website that you visit.

INDEMNIFICATION

You agree to indemnify, defend and hold harmless Loadmart, its officers, directors, employees, agents, licensors, suppliers and any third party information providers to the Service from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation of this Agreement (including negligent or wrongful conduct) by you or any other person accessing the Service.

THIRD PARTY RIGHTS

The provisions of paragraphs “Use of the Service”, and “Indemnification” are for the benefit of Loadmart and its officers, directors, employees, agents, licensors, suppliers, and any third party information providers to the Service. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on its own behalf.

TERMINATION

This Agreement may be terminated by either party without notice at any time for any reason. If a court of competent jurisdiction holds any provision of this Agreement to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision and agree that the other provisions of this Agreement shall remain in full force and effect.

MISCELLANEOUS

This Agreement shall all be governed and construed in accordance with the laws of United States of America applicable to agreements made and to be performed in United States of America. You agree that any legal action or proceeding between Loadmart and you for any purpose concerning this Agreement or the parties' obligations hereunder shall be brought exclusively in a federal or state court of competent jurisdiction sitting in United States of America. Any cause of action or claim you may have with respect to the Service must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is barred. Loadmart's failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this Agreement. Loadmart may assign its rights and duties under this Agreement to any party at any time without notice to you.

REGISTRATION AND ACCEPTANCE OF TERMS

In consideration for your use of the Services, you agree to (i) comply with the Rules, (ii) provide accurate, complete and true information about yourself as may be required on any registration form for Services (your "Registration Information") in order to create your User Account, and (iii) maintain and update, as applicable, your Registration Information with current and complete information. Users who violate the Rules, or provide inaccurate, false, or non-current Registration Information may, at Loadmart's sole discretion, have their User Accounts suspended or terminated, and may be permanently banned from using any current or future Services.
As part of your User Account, you will be responsible for creating, and maintaining the confidentiality of, your user name and password. We ask that you select a user name other than your real name or the real name of any other person. We also urge you to memorize your password or keep it in a secure place, away from the rest of your User Account information, as sharing your password with others may lead to unauthorized access to your User Account and the information therein. You agree that you will (i) immediately notify Loadmart of any unauthorized use of your User Account, and (ii) ensure that you properly exit all Services at the completion of your use session. Loadmart shall have no liability for any loss or damage arising from your use of a User Account, the Site or any Service, or your failure to comply with these requirements.

TERMINATION OF ACCOUNT

You understand and agree that Loadmart may, in its sole discretion and at any time, terminate your password, User Account, or use of any Services, and discard and remove any and all Submissions submitted or posted by you to any Loadmart Site or Service, for any reason. Loadmart may also, in its sole discretion and at any time, discontinue any Sites or Services or limit or restrict any user access thereto, for any reason. You understand and agree that Loadmart may take any one or more of these actions without any notice to you, prior or otherwise. Loadmart take any of these actions, it may, in its sole discretion, immediately deactivate and/or delete any or all information about and concerning your User Account, including your Registration Information and Submissions. You understand and agree that Loadmart shall not have any liability to you or any other person for any termination of your access to any Services and/or the removal of information concerning your User Account.

OUR COMMITMENT TO DATA SECURITY

While Loadmart takes reasonable and appropriate precautions to protect your personally identifiable information from unauthorized disclosure and to prevent possible security breaches in our Web sites, Services, and customer databases, no Web site, Internet transmission, computer system, or wireless connection is completely secure. Consequently, Loadmart cannot guarantee that unauthorized access, hacking, data loss, or other breaches will never occur. Your use of the Loadmart sites and Services is at your own risk. Loadmart urges you to take steps to keep your information safe by memorizing your password or keeping it in a safe place (separate from your account information), logging out of your User Account, and closing your Web browser.

CHILDREN

The Loadmart Network is intended for a general audience, and children under the age of thirteen are not permitted to register with the Loadmart Network.

SEVERABILITY

If any provision of the TOS shall be held unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Service and shall not affect the validity and enforceability of any remaining provisions.

COMPLIANCE WITH LAWS

You agree to comply with all applicable laws, rules and regulations in connection with your activities under this TOS, including without limitation the applicable regulations of the U.S. Department of Commerce and the United States Export Administration Act, as amended to assure that the Site Content, Site Code, and the Software are not exported in violation of the United States laws.

Any rights not expressly granted herein are reserved.

PAYOUTS
Payouts are issued every Thursday for the past week of sales. There is no minimum requirement. Loadmart only uses PayPal to deposit your payout; hence you must own a PayPal account.

Example: You sell a $100 product in the first week of January. Your payout will be deposited in the second week of January.

FEES
Absolutely none, no membership fee, no service fees, no hidden fees. Your account stays active even if no sales occur.Â

Effective Date: May 15th, 2009