Order Online Express Reseller TERMS OF SERVICE

RESELLER TERMS AND CONDITIONS AGREEMENT

This www.orderonlineexpress.com Reseller Agreement (Agreement) includes the attached Schedules and all other agreements, policies, and documents incorporated by reference herein. This Agreement is hereby made part of and incorporated into the www.orderonlineexpress.com online reseller registration form ("Registration Form"). The terms and conditions of this Agreement govern the respective rights and obligations of www.orderonlineexpress.com and you, the party identified on the Registration Form, (Reseller). The Registration Form will require designation of the type of www.orderonlineexpress.com reseller services that Reseller can choose from each of which has its own distinct services, prices, and additional terms and conditions. This Agreement will effectively bind Reseller upon Reseller's submission of the Registration Form by clicking the Sign Up button at the end of the Registration Form. www.orderonlineexpress.com and Reseller are each also referred to herein as a Party and collectively the Parties.

TERMS & CONDITIONS

1. DEFINITIONS
1.1 Affiliate of a party means any person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with such first person, with control meaning the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, and person broadly construed to include any natural person or any entity or association, trust, incorporated or unincorporated association, joint venture, joint stock company or other entity.

1.2 Annual Registration Fee means the Fee charged to activate a Reseller account and to maintain the account`s active status for one year. The Annual Registration Fee recurs annually until such time as this Agreement expires or is terminated according to the terms hereunder.

1.3 Confidential Information includes, but is not limited to, any and all information or data of a Party that is disclosed to the other Party, either directly or indirectly, whether in writing, orally, or by visual means, and which is designated (either in writing or orally) as confidential, proprietary, or the like. However, such designation will not be necessary to deem information as Confidential Information if the nature of the information makes it generally considered confidential commercially, which information includes, but is not limited to, information that relates to (a) trade secrets or know-how, (b) finance or accounting, (c) technology, research, or development, (d) internal processes or procedures, (e) algorithms, digital data, or designs, (f) business, operations, or planning thereof, (g) sales or marketing strategies, (h) the terms of any agreement, and the discussions, negotiations, or proposals related thereto, including this Agreement.

1.4 Customer means any third party that purchases, subscribes for, or otherwise uses the Services through the Reseller.

1.5 Customer Data means all lists, databases, and information relating to Customers or prospective customers of Reseller, Sub-Reseller or Order Online Express.

1.6 Customer Order means an order for Services made by a Customer through the Reseller.

1.7 Effective Date means the time and date of Reseller's submission of the Registration Form by clicking the Sign Up button at the end of the Registration Form.

1.8 Fee means any money amount, including applicable taxes for the provision of the Services, charged to the Reseller and payable to www.orderonlineexpress.com hereunder in accordance with the pricing set out online at http://www.orderonlineexpress.com/pricing.html. Resellers receive a percentage discount off of our published rates on this website link as given by the website http://www.orderonlineexpress.com/resellersandaffiliates.html

1.9 Intellectual Property means all rights, title, interest and benefit of a Party hereto in and to intellectual property of every nature, whether registered or unregistered, including all copyrights, patents, trademarks, certification marks and industrial designs, applications for any of the foregoing, trade names, brand names, business names, trade secrets, proprietary manufacturing information and know-how, instruction manuals, inventions, inventor`s notes, research data, blue prints, drawings and designs, formulae, calculations, processes, prototypes, source codes, digital files, URLs, technology, the Software, marketing rights of the forgoing, Proprietary Materials, together with all rights under license agreements, sublicense agreements, strategic alliances, development agreements, technology transfer agreements and other agreements or instruments relating to any of the foregoing, that are owned by a Party hereto or used in connection with the Services.

. 1.10 Proprietary Materials include all text, images, illustrations, URLs, audio and multimedia files and/or text, technology, software, Web site data, source codes, digital files, customer lists, technical information, data, plans, user identifications, account numbers, encryption keys, digital certificates, account access and log-in information, passwords, and all other similar materials or information related to the Services that are owned, used, or licensed by a Party.

1.11 Renewal Date means the annual anniversary of the Effective Date.

1.12 Services mean the products and services listed in the attached Schedules that are provided by www.orderonlineexpress.com to the Reseller for resale to Customers.

1.13 Service Fees mean the Fees charged to Reseller for the Services before the reseller discount is given. A list of current rates can be found online at: http://www.orderonlineexpress.com/pricing.html.

1.14 Sub-Reseller means any reseller of Reseller that is authorized by www.orderonlineexpress.com to resell the Services hereunder.

1.15 Support Services means the services related to technical support, sales support, customer service, and billing support as provided by www.orderonlineexpress.com to Reseller hereunder.

1.16 Term means the period commencing from the Effective Date until the date that this Agreement is terminated in accordance with the terms hereunder.

1.17 TAC means www.orderonlineexpress.com's Terms and Conditions for the provision of Services as posted at http://www.orderonlineexpress.com/terms.html as amended from time to time.

1.18 Training Materials mean instructional documentation or literature used for training and educating Reseller about the Services so that they may be able to assist Customers.

2. TERM This Agreement will commence from the Effective Date and remain in effect until either Party terminates this Agreement in accordance herewith.

3. RESALE OF SERVICES

3.1 License to Resell. Www.orderonlineexpress.com hereby grants to Reseller a limited, non-exclusive, non-transferable, revocable, worldwide license to market, resell, and distribute the Services listed in the attached Schedules strictly in accordance with the terms hereunder.

3.2 Retail Pricing. www.orderonlineexpress.com may, but is not obligated to, provide Reseller with suggested retail prices for the resale of the Services. Reseller is under no obligation to use these prices.

3.3 Right of Refusal. Www.orderonlineexpress.com reserves the right, at it sole reasonable discretion, to refuse any Customer Order or referral of a Customer from Reseller.

3.4 No Technology License Grant. Both Parties acknowledge that this is not a technology license agreement and, except as provided herein in this Agreement, it does not give Reseller any right to use any proprietary software or hardware technology used by Www.orderonlineexpress.com to provide the Services. Reseller will not, and will not permit any of its Customers or other third party to copy, use, analyze, reverse engineer, decompile, disassemble, translate, convert, or apply any procedure or process to the software used by Reseller in connection with the Services in order to ascertain, derive, and/or appropriate for any reason or purpose, the source code or source listings for the software used by Reseller in connection with the Services or any trade secret information or process contained in the software used by Reseller in connection with the Services or remove any product identification, copyright or other notices

3.5 Sub-Resellers. Subject to www.orderonlineexpress.com's s prior written consent, Reseller may make the Services available to Sub-Resellers for further resale of the Services to third parties. However, Reseller will be solely responsible, and www.orderonlineexpress.com will not be responsible whatsoever, for any and all liabilities associated with any Sub-Reseller. Reseller will take all commercially reasonable measures to ensure that www.orderonlineexpress.com is fully protected from all Sub-Resellers, namely by binding Sub-Resellers to terms and conditions substantially and materially similar to the terms and conditions of this Agreement.

3.6 Restrictions. Reseller will not, and will not permit any of its Customers or other third party to copy, use, analyze, reverse engineer, decompile, disassemble, translate, convert, or apply any procedure or process to any of the Services (including, but not limited to, the Software) to ascertain, derive, and/or appropriate for any reason or purpose the source code or source listings for the Services or any trade secret information or process contained in the Software or remove any product identification, copyright or other notices.

3.7 Amendment of Services. Www.orderonlineexpress.com may, from time to time and at its sole discretion, add to, modify, or remove any particular service or product, or any aspect thereof, from the list of Services. Certain Services may permit customization or modification requests from Reseller, however, www.orderonlineexpress.com reserves the right todeny such requests or restrict any customization or modifications for certain Services.

3.8 License to Other Parties. Reseller agrees that www.orderonlineexpress.com may grant to other parties the rights to market, sell, and distribute the Services. Reseller understands that the grant of such rights to third parties may compete with Reseller`s own marketing, sale, and distribution of the Services.

3.9 Publication. For the Term of this Agreement, www.orderonlineexpress.com may identify Reseller, individually or together with any and/or all other www.orderonlineexpress.com resellers, as a reseller of www.orderonlineexpress.com in any form that www.orderonlineexpress.com elects at its sole discretion.

3.10 TAC Any resale or use of the Services will be subject at all times to the TAC. The effective version of the TAC will be the latest version posted at http://www.orderonlineexpress.com/terms.html (or other such URL as designated by www.orderonlineexpress.com), The reseller will obligated to and ensure all of its Customers, and make it a precondition of providing Services to Customers, to agree to the TAC. The reseller will ensure that Customers are obligated to agree to the complete, current, and accurate versions of the TAC and the Registration Agreement. Reseller is permitted to obligate Customers to agree to additional terms and conditions, provided that such additional terms and conditions do not conflict with the TAC or this agreement.

4. PAYMENT & BILLING

4.1 Payment Obligation. Payment of Fees is due to www.orderonlineexpress.com in accordance with the Fee provisions below within 7 days of the invoice date to the reseller regardless if the customer has paid the reseller. If payment is not received when due, or in the event of a chargeback by a credit card company (or similar action by another payment provider approved by www.orderonlineexpress.com) in connection with Reseller's payment, Reseller has a further nineteen (19) days to make payment during which time the Services will remain available to Reseller and Customers but Reseller cannot submit any additional Customer Orders or sign up new Customers. On the twentieth day following the due date if payment has not been received, Reseller understands, acknowledges, and agrees that Reseller`s account will be automatically suspended until the Reseller has met its payment obligations, www.orderonlineexpress.com reserves the right to terminate the Agreement immediately upon provision of written notice. Reseller will protect, defend, hold harmless, and indemnify www.orderonlineexpress.com (including, but not limited to, www.orderonlineexpress.com's Affiliates, directors, officers, managers, employees, agents, and contractors) from and against any and all liabilities, losses, costs, judgments, damages, claims, or actions (including, but not limited to, any and all reasonable legal fees and expenses) arising out of, related to, or resulting from any violation of the payment obligations as described herein and hereunder.

4.2 Payment Methods. www.orderonlineexpress.com accepts the following types of payment:
PayPal
Credit Card (Visa or Mastercard)
Bank Wire Transfer
Check (Cheque)
Reseller chooses payment method upon activation of Reseller`s account. If Reseller wishes to change payment method, Reseller must provide www.orderonlineexpress.com with ten (10) calendar days` prior written notice.

4.3 Credit Card Payment. If Reseller provides www.orderonlineexpress.com with Reseller`s credit card information, the Reseller authorizes www.orderonlineexpress.com to automatically charge said credit card for charges that apply to Reseller`s account as such charges become due and payable. Recurring charges will be posted to said credit card until such time that Reseller`s account is terminated in accordance with the Agreement. Reseller is responsible for directly updating, or notifying www.orderonlineexpress.com, of any changes to said credit card (including, but not limited to card number, expiration date, billing address, or card status).

4.4 Reserve Balance. www.orderonlineexpress.com reserves the right to require Reseller to maintain a reserve amount on Reseller`s account (Reserve Balance). Where www.orderonlineexpress.com requires a Reserve Balance, it is solely Reseller`s responsibility to maintain the Reserve Balance and www.orderonlineexpress.com is under no obligation to issue any reminders or notices regarding the status or balance of the Reserve Balance.

4.5 Statements. www.orderonlineexpress.com does not mail paper invoices or statements. Account billing statements will be sent to Reseller via email.

4.6 Fees. The Fee schedule for Reseller registration and all Services is as set forth online on www.orderonlineexpress.com's website at http://www.orderonlineexpress.com/resellersandaffiliates.html and will be subject to modifications from time to time at www.orderonlineexpress.com's sole discretion. If www.orderonlineexpress.com makes any change to the Fees posted online, Reseller understands that any changes to the registration Fee are applicable only to new reseller registrations and that any changes to Fees for Services are applicable only to subsequent orders for such Services. No changes to the online Fee schedule will apply to Reseller`s existing Fees unless agreed to by both www.orderonlineexpress.com and Reseller in writing.

4.6.1 Annual Registration Fee. Reseller will pay the Annual Registration Fee at the rate posted online as of the Effective Date. The first Annual Registration Fee is due upon activation of Reseller`s account. Each subsequent payment will be due on the Renewal Date until such time as the Agreement expires or is terminated in accordance with the provisions of the Agreement. The Annual Registration Fee charged to Reseller will remain the same rate as of the Effective Date unless agreed to in writing by both Parties.

4.6.2 Service Fees. Reseller will pay the applicable Fee for each Service ordered at the rate set out in the Fee schedule posted online as of the time of ordering such Service. Reseller will make payment to www.orderonlineexpress.com of the Service Fees charged in a particular day at the end of that day unless arranged on an invoice basis. Monthly subscriptions are eligible for invoicing; however, set-up fees are due prior to setting up a new account and are non-refundable. All amounts owing on Reseller`s account on the last day of each month will be due within 7 days of the end of the month. The Reseller can only accumulate Service Fees on Reseller`s account to the maximum limit set by www.orderonlineexpress.com (Authorization Limit). Upon reaching the Authorization Limit, the amount owing on Reseller`s account will be due at the end of that day and Reseller will be unable to submit any further Customer Orders or sign up any new Customers until payment is received.

4.7 Additional Fees. Reseller may be subject to the following additional fees according to method of payment and Reseller`s account:

4.7.1 Returned (NSF) Checks. www.orderonlineexpress.com charges a $25.00 fee for returned (NSF) checks. Resellers that issue an NSF check will be required to submit future payments with a certified check or money order.

4.7.2 Credit Card Chargebacks. A $25.00 chargeback fee will be assessed for each credit card chargeback received by www.orderonlineexpress.com.

4.7.3 Bank Wire Payments. www.orderonlineexpress.com charges a $20.00CAD fee for accepting payment via bank wire, however, international wire transfers may be assessed a $20.00CAD processing fee by an intermediary bank in British Columbia Canada. In addition, the issuing bank may also charge a fee for sending the wire. Please add such fees to the amount sent to www.orderonlineexpress.com or the amount credited to Reseller`s account will be less than the intended payment.

4.7.4 Reactivation. Resellers that wish to reactivate a closed account will be assessed a $20.00 reactivation fee.

4.8 Taxes. Reseller will pay all sales, value-added, and other applicable taxes unless Reseller provides www.orderonlineexpress.com with satisfactory proof of exemption.

4.9 Account Renewals. In order to insure uninterrupted service, Reseller`s account will automatically renew on the Renewal Date and Reseller will automatically be charged the Annual Registration Fee. If Reseller wishes to cancel Reseller`s account before renewal, Reseller may notify www.orderonlineexpress.com at support@orderonlineexpress.com of Reseller`s intention not to renew at least thirty (30) calendar days prior to the Renewal Date and this Agreement will then expire upon the Renewal Date.

4.10 Refund Policy. www.orderonlineexpress.com will not provide refunds of any Fees for any cancellation of Customer accounts or termination of the Agreement prior to the end of a billing cycle.

4.11 Customer Billing. Reseller will provide or ensure provision of billing support to each of the Customers procured by Reseller, including, but not limited to, the Customers procured by Sub-Resellers. www.orderonlineexpress.com's only obligation is to provide billing support to Reseller through telephone and electronic mail.

4.12 Records. www.orderonlineexpress.com may maintain records of all Services provided hereunder. If there is any inconsistency or conflict between www.orderonlineexpress.com's records and that of Reseller or any other party (including, but not limited to, Customers or Sub-Resellers), then www.orderonlineexpress.com records will be deemed the accurate and effective records.

4.13 Non-Payment. Without limiting any other term of this Agreement, non-payment of money amounts due pursuant to this Agreement (including, but not limited to, Fees) will constitute material breach of this Agreement. All past due and unpaid balances are subject to collection. In the event of collection, Reseller will be liable for costs of collection including attorney's fees, court costs, and collection agency fees.

4.14 Currency. Unless otherwise expressly stated herein, all money amounts referred to in this Agreement are in lawful money of Canada and the United States of America.

5. OTHER OBLIGATIONS OF RESELLER 5.1 Good Faith. Reseller will use good faith and commercially reasonable business practices to market, resell, and distribute the Services.

5.2 Exclusive Purpose. Reseller will use the Services only for the marketing, resale, and distribution of the Services in accordance with this Agreement and for no other purpose. Non-compliance with this section will constitute a material breach of this Agreement.

5.3 Contact Information. Reseller will provide www.orderonlineexpress.com with complete and accurate contact information ofReseller, as required by www.orderonlineexpress.com, and Reseller will ensure that such information is updated and kept current at all times.

5.4 Conflicting Agreements. If there is any conflict between this Agreement and any other agreement Reseller may be party to, then Reseller will adhere to all the provisions of this Agreement despite such adherence constituting breach of such other agreement.

5.5 Illegal Activity & Abuse. Reseller will not use, nor allow any Customers to use, the Services in a manner that is, or potentially is, illegal, a legal risk to www.orderonlineexpress.com, generally objectionable in the Internet community, or degrading to the quality, goodwill, reputation, or provision of the Services. Without limiting any other term of this Agreement, breach of this section will constitute a material breach of this Agreement.

5.6 Customer Service & Technical Support. Reseller must provide or ensure provision of customer service and technical support to each of the Customers procured by Reseller, including, but not limited to, the Customers procured by Sub-Resellers. Reseller may escalate Customers` technical support issues to www.orderonlineexpress.com only if Reseller is unable to resolve the matter and the matter is directly related to www.orderonlineexpress.com's provision of the Services. www.orderonlineexpress.com's only obligation is to provide Support Services to Reseller through telephone and electronic mail. www.orderonlineexpress.com may at its sole discretion, but is in no way obligated to, provide Support Services directly to Customer. If www.orderonlineexpress.com receives communications from Customers or from third parties regarding any Services procured through Reseller, www.orderonlineexpress.com may forward such communications to Reseller without taking any other action. However, www.orderonlineexpress.com reserves the right to respond to such communications directly and to take any action www.orderonlineexpress.com deems necessary. If www.orderonlineexpress.com determines that the Reseller is providing inadequate support to Customers or Sub-Resellers (including, but not limited to, situations resulting in excessive numbers of support calls directly from Customers or Sub-Resellers to www.orderonlineexpress.com), then www.orderonlineexpress.com may, at its sole discretion, terminate this Agreement for cause.

6. CUSTOMERS 6.1 Customers. A Customer will remain at all times the customer of Reseller unless the Customer subscribes for or otherwise approaches www.orderonlineexpress.com, or any one of www.orderonlineexpress.com's other resellers, for Services without any solicitation from www.orderonlineexpress.com. Upon such subscription for Services, the Customer will become a customer of www.orderonlineexpress.com or one of www.orderonlineexpress.com's other resellers, as applicable. Under no circumstances will www.orderonlineexpress.com be obligated to intervene in any dispute of any nature between Reseller and a Customer.

6.2 Customer Data. Reseller understands and agrees that any and all information and data about Customers provided for the purpose of using the Services is in the public domain, and that Reseller, www.orderonlineexpress.com, Registries, or any other third party may not claim ownership of such data.

7. SUSPENSION AND TERMINATION 7.1 Suspension. www.orderonlineexpress.com may suspend Services to Reseller at any time for any reason provided for in this Agreement. Upon suspension, all Services to Reseller, including Services to Customers, will be stopped.

7.2 Termination by Either Party. Either Party may terminate this Agreement under the following circumstances: (a) By written instrument executed by both the Parties; (b) By execution of any right of termination under this Agreement, the TAC; (c) If a Party breaches this Agreement and such breach is not cured within thirty (30) calendar days of the breaching Party receiving from the non-breaching Party written notice to cure such breach; (d) If a Party materially breaches this Agreement and such material breach is not cured within fifteen; (15) calendar days of the breaching Party receiving from the non-breaching Party written notice to cure such material breach.

7.3 Termination by www.orderonlineexpress.com. Without limiting any other right of termination contained in this Agreement in its entirety, www.orderonlineexpress.com may immediately terminate this Agreement under any of the following circumstances: (a) If Reseller: (i) makes a general assignment for the benefit of Reseller`s creditors; (ii) appoints or has appointed a receiver, trustee in bankruptcy or similar officer to take charge of all or part of Reseller`s assets; (iii) files or has a petition filed against Reseller in any bankruptcy; (iv) is adjudicated insolvent or bankrupt; or (b) If Reseller uses any of the Services for, or otherwise engages in, any activity that is: (i) actually or potentially illegal; (ii) a legal risk to www.orderonlineexpress.com; (iii) generally and materially considered objectionable in the Internet community; or (iv) otherwise deemed by www.orderonlineexpress.com (at its sole commercially reasonable discretion) to be material abuse of the Services.

7.4 Effect of Termination. Upon expiration or termination of this Agreement: (a) Reseller will immediately cease, and will cause all Sub-Resellers, Reseller`s Affiliates, employees, contractors, and agents to cease, all activities related in any way to this Agreement, including, but not limited to, marketing, selling or distributing the Services; (b) Each Party will cease displaying, advertising, and using the other Party`s Intellectual Property; (c) Any data belonging to Customers remaining on the server at the date of termination will be retained for thirty (30) days. The Reseller understands and warrants to ensure Customers understand that beyond this thirty (30) day timeframe Customers` data may not be retained and may be purged in the ordinary course of www.orderonlineexpress.com's business; (d) Within thirty (30) calendar days of termination of this Agreement, Reseller will pay to www.orderonlineexpress.com all outstanding Fees due and payable prior to the effective date of such termination; and (e) The terms of this Agreement that by their nature continue beyond the expiration or termination of this Agreement will continue to be effective (including, but not limited to, the terms relating to payment of Fees, termination, ownership of Customers, Intellectual Property, limitation of liability, indemnity, Confidential Information, and governing law).

8. INTELLECTUAL PROPERTY LICENSE 8.1 License. Subject to the limitations in this Agreement, the Parties grant to each other the non-exclusive, royalty-free, worldwide, revocable license to use each other`s Intellectual Property solely in conjunction with the Services and all strictly in accordance with the provisions of this Agreement. Neither Party will, at any time during or after the expiration or termination of this Agreement, assert or claim any interest in, or do anything that may adversely affect the validity of, the Intellectual Property of the other Party (including, registering or attempting to register any trademark of the other Party or a mark confusingly similar thereto). Each Party will at all times retain sole and exclusive right, title and ownership in and to all of its own Intellectual Property and other Proprietary Materials.

8.2 Term of License. The Intellectual Property license set forth herein will cease immediately upon the expiration or termination of this Agreement. Each Party`s use of the license granted herein, and any goodwill arising there from, will inure to the sole benefit of the Party owning the Intellectual Property.

9. REPRESENTATION & WARRANTY The Parties represent and warrant to each other as follows: 9.1 Each Party has the full power and authority to execute, deliver, and perform under this Agreement; 9.2 This Agreement is valid, binding, and enforceable against each Party in accordance with the terms herein and no provision requiring each Party's performance is in conflict with such Party`s obligations under any other agreement; 9.3 Each Party is duly organized, authorized and in good standing under the laws of the jurisdiction of its organization and is duly authorized to do business in all other jurisdictions in which such Party`s business makes such authorization necessary or required; and 9.4 Each Party has the full and exclusive right to grant or otherwise permit the other Party to access and use its products, services, Intellectual Property, and Confidential Information. 9.5 With respect to the performance of its obligations hereunder, each Party will comply with all applicable laws, rules and regulations. 10. LIMITATION OF LIABILITY Under no circumstances will either Party be liable to the other Party or to any third party for any consequential, indirect, special, incidental, reliance, exemplary, or punitive damages arising out of or relating to this Agreement or the Services, whether foreseeable or not, and whether based on breach of any express or implied warranty, breach of contract, misrepresentation, negligence, or strict liability (including damages for loss of data, goodwill, reputation, business, money, or opportunity), even if such Party has been advised of the possibility of such damages. Except for the Parties` indemnification obligations set out herein, neither Party`s aggregate liability to the other Party will exceed the aggregate amount of the Fees paid hereunder.

11. DISCLAIMER & FORCE MAJEURE Except as otherwise expressly agreed to herein, www.orderonlineexpress.com makes no warranty of any kind, either express or implied, regarding the quality, accuracy, reliability, or validity of the applications, software, data, or information related to www.orderonlineexpress.com's network, systems, or the Services. Www.orderonlineexpress.com provides the Services as is and specifically disclaims all warranties of merchantability and fitness for a particular purpose. Reseller understands, acknowledges, and agrees that it will use the Services, and all aspects thereto, at Reseller`s sole risk. Www.orderonlineexpress.com will not be liable for delays in its performance of this Agreement caused by circumstances beyond its reasonable control ("Force Majeure), including acts of God, wars, riots, national disasters, natural disasters, or governmental restrictions. www.orderonlineexpress.com will make all reasonable efforts to reduce to a minimum and mitigate the effect of any Force Majeure.

12. INDEMNIFICATION Reseller will indemnify, defend, and hold harmless www.orderonlineexpress.com including www.orderonlineexpress.com's Affiliates, directors, officers, managers, employees, contractors, agents, licensors, and any third party vendors and service providers from and against any claim, action, loss, liability, damage, penalty, cost or expense (including reasonable legal fees for attorneys, witnesses, and defence) that www.orderonlineexpress.com may suffer or incur as a result of: (a) Any Customers` use of the Services; (b) Reseller`s use of the Services; (c) Any failure by Reseller to comply with the terms of this Agreement; (d) Any representation or warranty made by Reseller, its employee, contractor, agent or Sub-Reseller being false or misleading; (e) Any gross negligence or wilful misconduct of Reseller, its employee, contractor, agent or Sub-Reseller; (f) Any Chargeback related to any of the Services; (g) Any alleged or actual violations by Reseller of any law, regulation or rule; or (h) Any other act or omission of Reseller, its employee, contractor, agent or Sub-Reseller.

13. CONFIDENTIALITY Each Party (the Recipient) will protect the confidentiality of any Confidential Information disclosed by the other Party (the Discloser) and will not use such Confidential Information except in strict accordance with this Agreement. Confidential Information as defined herein does not include information that: (a) is generally available to the public through no fault of the Recipient and without breach of this Agreement; (b) was already in the possession of the Recipient prior to disclosure by the Discloser and without any confidentiality obligation attached thereto, as evidenced by the Recipient`s records existing prior to the time of disclosure; (c) was disclosed to the Recipient by a third party without a breach of such third party`s confidentiality obligations thereto; (d) was independently developed by the Recipient without a breach of this Agreement or reliance on any Confidential Information; (e) is disclosed by the Recipient after obtaining the Discloser`s prior written approval; or (f) is required to be disclosed by law, provided that the Recipient promptly notifies the Discloser of the legal obligation and provides the Discloser with a reasonable opportunity to seek a protective court order, or the equivalent.

14. NOTICES 14.1 Method. Any notice or other communication between the Parties required or permitted under this Agreement will be in writing and will be delivered by hand, sent by first class mail (postage prepaid), sent by commercial courier, or transmitted by electronic mail or facsimile to a Party at the registered office, in the case of www.orderonlineexpress.com, and the contact information provided in the Sign Up Form, in the case of Reseller, or to such other contact information as the applicable Party may notify to the other Party.

14.2 Effectiveness. Any notice or other communication sent will: (a) if delivered by hand, be deemed to have been received on the date of delivery; (b) if sent by first class mail, be deemed to have been received on the third business day following the date of mailing; and (c) if sent by electronic mail or facsimile, be deemed to have been received on the date the sender transmitted the notice or other communication.

15. COMPLETE AGREEMENT This Agreement includes the attached Schedules and all other agreements, policies, and documents incorporated into this Agreement by specific reference herein. This Agreement constitutes the complete agreement between the Parties relating to the subject matter hereof and supersedes all prior and other understandings, representations, warranties, and agreements relating hereto whether verbal, written, or otherwise. If there is any conflict between the main body of this Agreement and any Schedule then the order of prevalence will be as follows: (1) This Agreement; then (2) The most recent Schedule.

16. NO THIRD PARTY BENEFICIARIES This Agreement is for the sole benefit of the Parties, and does not create any rights on the part of any third party (including, but not limited to, any Sub-Reseller or Customer), and Reseller will not commit any act or omission that would give rise to any such third party rights.

17. RELATIONSHIP OF THE PARTIES Nothing in this Agreement will be construed as creating a relationship of employer and employee, principal and agent, partnership or joint venture between the Parties. Each Party will be deemed an independent contractor at all times and will have no right or authority to assume or create any obligation on behalf of the other Party except as may be expressly provided herein.

18. ASSIGNMENT Reseller will not assign or otherwise transfer its respective rights or obligations under this Agreement without the prior written consent of www.orderonlineexpress.com, which will not be unreasonably withheld. Any assignment or transfer in violation of this hereof will have no effect. This Agreement will be binding and have effect upon the Parties and their respective successors and permitted assigns. Nothing herein, express or implied, is intended to confer upon any person, other than the Parties and their respective successors and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

29. GOVERNING LAW & SEVERABILITY This Agreement will be governed and construed in accordance with the laws of the Province of British Columbia, Canada without giving effect to any rule of conflicts of law. This Agreement will not be governed by or construed in accordance with the United Nations Convention on Contracts for the International Sale of Goods. If any portion of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable for any reason, such illegality, invalidity or unenforceability will not affect the validity of the remainder of this Agreement.

20. CONSTRUCTION & INTERPRETATION

20.1 References. All references in this Agreement to particular sections, titles, and Schedules will be references to the sections, titles, and Schedules of this Agreement only unless specific reference is made otherwise. The words herein, hereof, hereto, and hereunder and words of similar meaning will refer to this Agreement in its entirety and not to any particular provision of this Agreement. Wherever in this Agreement that the masculine, feminine or neutral gender is used, it will be construed as including all genders, and wherever the singular is used, it will be deemed to include the plural and vice versa, where the context so requires.

20.2 Without Limitation. When used for listing purposes, the term including or includes shall be deemed to mean including, but not limited to or includes, but is not limited to, as applicable. Wherever in this Agreement that the masculine, feminine or neutral gender is used, it shall be construed as including all genders, and wherever the singular is used, it shall be deemed to include the plural and vice versa, where the context so requires.

20.3 Translations. This Agreement has been executed in the English language. If there is any discrepancy or conflict between the English version and a version in any other language, then the English version will control in all respects.

20.4 Contra Proferentum. Any rule of construction to the effect that any ambiguity is to be resolved against the drafting party will not be applicable in the interpretation of this Agreement

22. EXECUTION The individual executing this Agreement, by clicking the Sign UP button, on behalf of Reseller represents and warrants that s/he is authorized to execute this Agreement on behalf of Reseller and, to the best knowledge of such individual, all representations made in this Agreement by Reseller are true and correct.