ProductWiki Connect Agreement

This ProductWiki Connect Agreement (the "Agreement") is an agreement between ProductWiki, Inc., an Ontario corporation ("ProductWiki " or "PW") and you (herein called "you", "your" or "Merchant")

WHEREAS this Agreement permits you to use ProductWiki materials as herein provided.

NOW THEREFORE for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by both parties, the parties agree as folllows:

1. Definitions

1. For purposes of this Agreement, the following terms will have the indicated meanings:
2. "Merchant" or "you" mean the name of the company or individual or other corporate entity provided in the section labeled Company Information.
3. "Merchant Marks" means any and all trademarks, trade names, service marks or logos owned or licensed by Merchant (but for greater certainty no including ProductWiki Marks licensed hereunder).
4. "Merchant Web Site" or "your Web Site" mean your Internet websites listed in the Company Information Section under "URL of Site(s)."
5. "Intellectual Property Rights" means, with respect to any data, device, or other asset of any kind, all copyright, patent, trade secret, moral, termination, authorship and other proprietary rights relating to any such data, device, object code, source code or other asset including, without limitation, all rights necessary for the worldwide development, manufacture, modification, enhancement, sale, licensing, use, reproduction, publishing and display of such data, device, object code, source code or other asset.
6. "Link(s)" mean Web page URL, banner or button advertisement, or other graphical or text element, provided by ProductWiki under this Agreement and containing one or more ProductWiki Marks and a link to a page on the ProductWiki Web site.
7. "ProductWiki Data" means product information data and links delivered to Merchant as described herein and any attached Exhibit.
8. "ProductWiki Marks" means any and all trademarks, trade names, service marks or logos owned or licensed by ProductWiki (other than any Merchant Mark(s) licensed hereunder).
9. "ProductWiki Materials" mean any ProductWiki Mark(s), and ProductWiki Data.
10. "ProductWiki Product Data" or "ProductWiki Data means the product specifications including but not limited to product image, attributes and description.
11. "ProductWiki Plug-In" means the files associated and required to retrieve and display ProductWiki Materials including but not limited to source code, configuration, and presentation files.
12. "ProductWiki Web Site" means the web site located at the URL www.productwiki.com or another URL belonging to ProductWiki, or any other web site owned or operated by ProductWiki including, without limitation, co-brand sites and private label sites that include ProductWiki Data.

2. Enrollment in the ProductWiki Connect Program

Your acceptance of the terms and conditions of this Agreement constitutes enrollment in the ProductWiki Connect Program.

3. Your Obligations

The Merchant agrees with ProductWiki as follows:

4. Ownership and Limited License

4.01 License. Subject to the terms and conditions of this Agreement, ProductWiki grants you a limited, non-exclusive, non-assignable, non-transferable, non-sublicensable, royalty-free license during the term of this Agreement to use the ProductWiki Materials on your Web Site, solely in connection with the exercise of your rights under this Agreement.

4.02 Ownership. You acknowledge that ProductWiki now and at all times hereafter is the exclusive owner of all right, title and interest in and to all ProductWiki Materials. You receive and acquire no license(s) with respect to any ProductWiki Materials except as expressly granted in this Agreement. You agree that you will not assert any copyright, trademark or other intellectual property ownership or other proprietary rights in any ProductWiki Materials, or any part of these items or in any derivative work of these items. Except for the right to use the ProductWiki Materials as set forth in Sections 3 and 4 of this Agreement, nothing contained in this Agreement shall be construed to grant you any right, title or interest in or to any intellectual property of ProductWiki including, without limitation, any ProductWiki Mark and you are prohibited from making any use thereof of any nature except as expressly authorized in this Agreement. You agree that you will not adopt, use or attempt to register any trademarks or trade names that are similar or confusingly similar to the ProductWiki Marks or in such a way as to create combination marks or otherwise.

5. Representations and Warranties

5.01 Your Warranties. You represent and warrant that: (a) you have full power and authority to enter into this Agreement, (b) you are and shall be responsible for compliance with all applicable laws, rules and regulations, if any, related to the performance of your obligations under this Agreement, and (c) you are solely responsible for the development, maintenance and operation of, and the content on, your Web Site (other than ProductWiki Materials when used in accordance with the terms of this Agreement,) the technology used by you in connection with your Web Site, and the means by which users access your Web Site; (d) all the content on your Web Site (i) is owned or validly licensed for use by you or in the public domain; (ii) does not constitute defamation, libel, obscenity or violate any rights of publicity or privacy; (e) does not infringe or violate any copyright, patent, trademark or other similar intellectual property right, or otherwise violate or breach any duty toward, or right of any person or entity, including without limitation, rights of privacy and publicity; (f) does not result in any consumer fraud, product liability, breach of contract to which you are a party or which cause injury to any third party; (g) does not influence a search engine's result in a way that violates such search engine's published policies including without limitation its "spam" policy and (h) does not and shall not contain objectionable material, including without limitation pornography, obscene language or other obscene content, or support for violent or hate groups. You agree to defend, indemnify and hold ProductWiki harmless from and against any and all losses, costs, claims, liabilities, damages, suits, actions or expenses (including, without limitation, reasonable attorneys' fees) arising from or in connection with any breach of these representations and warranties or your covenants in this Agreement.

5.02 Disclaimer of Warranty. PRODUCTWIKI EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE PRODUCTWIKI WEB SITE AND INFORMATION THEREON, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. In addition, ProductWiki makes no representation or warranty that (a) the Links, the tracking data, the operation of the ProductWiki Web Site, or ProductWiki 's procedures and systems for tracking Referrals generated by your Web Site will be uninterrupted or error-free, (b) the information available on the ProductWiki Web Site is error free and does not contain negative comment with respect to products on the Merchant's Web Sites, and ProductWiki will not be liable for the consequences of any interruptions, errors or comments.

6. Confidentiality

During the term of this Agreement, you may receive or have access to certain information from or about ProductWiki which is proprietary and must be treated accordingly ("Confidential Information"). Confidential Information does not include information that is generally known and available, or in the public domain through no fault of you or another party. Confidential Information includes any API, keywords and ProductWiki statistics, whether individually or compilations thereof. You agree (i) not to disclose any Confidential Information to any third parties, (ii) not to use any Confidential Information for any purposes except to carry out your rights and responsibilities under this Agreement and (iii) to keep the Confidential Information confidential using the same degree of care you use to protect your own confidential information, as long that is at least reasonable care. You acknowledge and agree that due to the unique nature of the Confidential Information, there can be no adequate remedy at law for any breach of your obligations hereunder, that any such breach may allow you or third parties to act unfairly resulting in irreparable harm to ProductWiki and, therefore, that upon any such breach or threat thereof, ProductWiki shall be entitled to injunction and other appropriate equitable relief in addition to whatever remedies it may have at law. In addition, if ProductWiki prevails in any legal dispute hereunder, it shall be entitled to collect its reasonable attorneys' fees and expenses.

7. Limitation of Liability

PRODUCTWIKI WILL NOT BE LIABLE FOR ANY ECONOMIC LOSS, LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR LOST DATA, OR LOST SALES NO MATTER HOWSOEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT, PRODUCTS LIABILITY, STRICT LIABILITY AND NEGLIGENCE, AND WHETHER OR NOT PRODUCTWIKI WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THE LIABILITY OF PW IN THE EVENT OF A CLAIM BY THE MERCHANT EXCEED THE FEES EARNED BY PW PURSUANT TO THIS AGREEMENT DURING THE 90 DAY PERIOD PRECEDING THE DATE OF CLAIM.

8. Term and Termination

8.01 Term. The term of this Agreement (the "Term") shall commence on the date this Agreement has been fully executed and shall continue until terminated by either party, immediately for any material breach of this Agreement by the other party or for any reason or for convenience by either party.

8.02 Effect of Termination. Upon the termination of this Agreement for any reason all license rights granted herein shall terminate immediately, and you shall immediately cease use of the ProductWiki Materials.

9. Miscellaneous

9.01 Survival. In the event of any termination or expiration of this Agreement for any reason, Sections 4.02, 6, 7, 8, 9.01, 9.05 and the obligations of the parties under this Agreement that by their nature would continue beyond expiration, termination or cancellation of this Agreement (including, without limitation, the warranties, indemnification obligations, confidentiality requirements, ownership and property rights) shall survive any such expiration, termination or cancellation.

9.02 Amendments. ProductWiki may change the terms and conditions of this Agreement by posting notice of such change on the ProductWiki Web Site. Any use of the ProductWiki Materials after such notice is posted or delivered shall be deemed to be continued acceptance of this Agreement including its amendments and modifications.

9.03 Assignment. Only ProductWiki may assign its rights or delegate its obligations under this Agreement.

9.04 No Third Party Beneficiaries. All rights and obligations of the parties hereunder are personal to them. This Agreement is not intended to benefit, nor shall it be deemed to give rise to, any rights in any third party.

9.05 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. The parties atorn to the Courts of the Province of Ontario with respect to all matters and disputes that may arise herefrom.

9.06 Independent Contractors. The parties are independent contractors. This Agreement shall not be construed to create a joint venture or partnership between the parties. Neither party shall be deemed to be an employee, agent, partner or legal representative of the other for any purpose and neither shall have any right, power or authority to create any obligation or responsibility on behalf of the other.

9.07 Force Majeure. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations (except for the payment of money) on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, earthquakes, acts of God, war, governmental action, or any other cause that is beyond the reasonable control of such party.

9.08 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. This Agreement supersedes, and the terms of this Agreement govern, any other prior or collateral agreements with respect to the subject matter hereof.

9.09 Severability. If any provision of this Agreement shall be held or made invalid or unenforceable for any reason, such invalidity shall not affect the remainder of this Agreement, and the invalid or unenforceable provisions shall be replaced by a mutually acceptable provision, which being valid, legal and enforceable comes closest to the original intentions of the parties hereto and has like economic effect.

9.10 Section Headings. The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.