IMPORTANT: PLEASE READ THIS LICENSE AGREEMENT CAREFULLY BEFORE DOWNLOADING THE TEMPLATES. THE TEMPLATES CONTEMPLATED HEREIN ARE LICENSED, NOT SOLD. PLEASE CONSULT INDEPENDENT LEGAL ADVICE IF YOU ARE UNCERTAIN ABOUT YOUR INTENDED USE OF THE TEMPLATES AND WHETHER SUCH USE VIOLATES THIS LICENCE AGREEMENT.

ACCEPTANCE:

BY CLICKING I AGREE , YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS SET OUT IN THIS LICENSE AGREEMENT. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, YOUR ORDER WILL NOT BE PROCESSED AND YOU WILL NOT BE GRANTED A LICENSE TO RESELL THE TEMPLATES.

This Reseller Agreement ("Agreement") is made, by and between the reseller ("Reseller") and Hostopia.com Inc. carrying on business as TemplateRover ("TemplateRover").

TemplateRover has developed certain intellectual property including website templates, photographs, clipart, and other intellectual property (the "I.P."), which it markets directly to end users and also markets through intermediaries such as a Reseller.

Reseller is in the business of remarketing existing I.P. to end users.

Reseller desires to take a license in certain of TemplateRover's I.P. which includes but is not be limited to: website templates, flash demos, photographs, cropped photograph images, cartoon clipart, sounds, and any other intellectual property developed by TemplateRover, and to remarket the I.P., all pursuant to this Agreement.

NOW THEREFORE, it is agreed:

1. Nonexclusive Appointment

Reseller is hereby appointed a nonexclusive value-added reseller of the I.P. pursuant to this Agreement. Reseller accepts such appointment and agrees to serve as a value-added reseller of the I.P. to end users as provided herein. This Agreement is not exclusive to Reseller, and TemplateRover reserves the unrestricted right to sell, license, market and distribute or to grant to others the right to sell, license, market and distribute the I.P. and value added versions thereof anywhere in the world.

2. Commission Structure

Commission structure, for the I.P. is 20% of Net Collected Revenue by TemplateRover defined herein as all revenue collected by TemplateRover minus any chargebacks and associated fees, and refunds or cancellations. All payments are made within 30 days following the end of the quarter where the balance owing is greater then $50 USD. Commision structure is subject to change at any time, to take effect no sooner than the end of the Initial Term of this Agreement, and upon 60 days notice.

3. I.P. Changes

TemplateRover has the right to modify, alter, amend or delete from the I.P. at any time at its discretion. Reseller agrees not to remove from the I.P. any copyright notice included therein.

4. Confidentiality

In the performance of this Agreement, each party may have access to confidential, proprietary or trade secret information owned or provided by the other party relating to website systems, templates, photographs, clipart, object code, source code, marketing plans, business plans, financial information, specifications, flow charts and other I.P. ("Confidential Information"). All Confidential Information supplied by one party to another pursuant to this Agreement shall remain the exclusive property of the disclosing party. The receiving party shall use such Confidential Information only for the purposes of this Agreement and shall not copy, disclose, convey or transfer any of the Confidential Information. Neither party shall have any obligation with respect to Confidential Information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of a receiving party; (ii) was previously known to the a receiving party or rightly received by a receiving party from a third party; or (iii) is independently developed by or a the receiving party.

5. Relationship of the Parties

It is expressly understood and agreed that the relationship between the parties is solely that of "seller" and "Reseller". Reseller is not, and shall not be, a partner, agent, representative or joint venture of Reseller. Reseller has no authority to assume or create any obligation for or on behalf of TemplateRover, express or implied with respect to the I.P. or otherwise.

6. TemplateRover Marks

a. TemplateRover hereby grants to Reseller a limited, nonexclusive right to use TemplateRover's regular trade names, trademarks, titles and logos (the "Licensed Marks") in the advertising, promotion and sale of the I.P.. Reseller shall not make or permit alteration or removal of tags, labels, or identifying marks placed by Reseller on or within any of the I.P. or website. Reseller will not use TemplateRover's trade names or abbreviations (with the exception of a logo or mark or graphic design provided by Reseller which indicates Reseller is an authorized reseller of TemplateRover) in Reseller's corporate title, or name or in any way that might result in confusion as to separate and distinct identities of Reseller and TemplateRover. Upon the expiration or earlier termination of this Agreement, the license granted to Reseller in the Licensed Marks shall immediately terminate and Reseller shall immediately cease and desist all use of the Licensed Marks.

b. Reseller recognizes and acknowledges TemplateRover's ownership and title to the Licensed Marks and the goodwill related thereto and agrees that any goodwill which accrues because of Reseller's use of such marks shall become the property of TemplateRover. Reseller further agrees not to contest or take any action in opposition to any trademark, service mark, trade name or logo of TemplateRover or to use, employ or attempt to register any mark or trade name which is similar to any mark or name of TemplateRover.

7. Term and Termination

a. This Agreement shall continue until a party shall give notice to the other party of its desire to terminate this Agreement upon at least ninety (90) days prior written notice.

b. In the event of any other breach or default of any material obligation owed by Reseller in this Agreement, then the TemplateRover may provide notice to Reseller and if such breach of default is not cured within 5 Business Days following such notice, the Agreement may be terminated by TemplateRover.

8. Limitation of Liability

a. IN NO EVENT SHALL WE HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OR EXPENSES ARISING OUT OF THIS LICENSE WHATSOEVER (INCLUDING BUT NOT LIMITED TO ANY DAMAGES OR EXPENSES FOR ANY: LOSS OF USE; LOST PROFITS; LOST BUSINESS; LOST OPPORTUNITY, LOST DATA; COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; AND, BUSINESS INTERRUPTION) WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR EXPENSE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

b. OUR MAXIMUM AGGREGATE LIABILITY TO YOU SHALL NOT EXCEED THE GREATER OF (A) $100, AND (B) THE AMOUNT IN COMMISSION EARNED IN A QUARTER. THE LIMITATIONS IN THIS SECTION SHALL APPLY WHETHER OR NOT THE ALLEGED BREACH OR DEFAULT IS A BREACH OF A FUNDAMENTAL CONDITION OR TERM OR A FUNDAMENTAL BREACH. SOME STATES/COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

c. THE LIMITATIONS OF LIABILITY IN a. AND b. ABOVE SHALL BE DEEMED TO APPLY TO, AND EXIST FOR THE BENEFIT OF, OUR PARTNERS, SUPPLIERS, CONTRACTORS, AGENTS, VENDORS AND ANY JOINT OWNER OF THE TEMPLATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, SUPPLIERS, RESELLERS, LICENSORS AND DISTRIBUTORS.

9. Indemnity

YOU HEREBY AGREE TO INDEMNIFY, RELEASE AND HOLD HARMLESS TEMPLATEROVER, ITS PARENTS, SUBSIDIARIES, AFFILIATES ("TEMPLATEROVER ENTITIES"), AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, SUPPLIERS, RESELLERS, LICENSORS AND DISTRIBUTORS AGAINST ANY AND ALL CLAIMS, ACTIONS, PROCEEDINGS, SUITS, LIABILITIES, DAMAGES, SETTLEMENTS, PENALTIES, FINES, COSTS OR EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES AND OTHER LITIGATION EXPENSES) INCURRED BY THE TEMPLATEROVER ENTITIES, ARISING OUT OF OR RELATING TO (A) YOUR VIOLATION OR BREACH OF ANY TERM, CONDITION, REPRESENTATION OR WARRANTY OF THIS LICENSE; (B) YOUR USE THE TEMPLATES; OR (C) YOUR VIOLATION, ALLEGED VIOLATION, OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHT (INCLUDING, WITHOUT LIMITATION, TRADEMARK, COPYRIGHT, PATENT, TRADE SECRETS) OR NON-PROPRIETARY RIGHT OF A THIRD PARTY (INCLUDING, WITHOUT LIMITATION, DEFAMATION, LIBEL, VIOLATION OF PRIVACY OR PUBLICITY). YOU HEREBY ACKNOWLEDGE AND AGREE THAT THIS INDEMNITY SHALL BE DEEMED TO APPLY TO, AND EXIST FOR THE BENEFIT OF, ANY JOINT OWNER OF THE TEMPLATES AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, SUPPLIERS, RESELLERS, LICENSORS AND DISTRIBUTORS.

10. Nonexclusive Appointment

Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services or by faxcimile;

If to TemplateRover:

TemplateRover
5915 Airport Road, Mississauga, Canada, L4V 1K1

11. Severability

If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

12. Governing Law

This License shall be governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein (excluding any conflict of laws rule or principle that might refer to the laws of another jurisdiction). Each party irrevocably submits to the non-exclusive jurisdiction of the courts of Ontario with respect to any matter arising under this License or related to this License. The parties have requested that this License and all documents contemplated hereby be drawn up in English. Les parties aux présentes ont exigé que cette entente et tous autres documents envisagés par les présentes soient rédigés en anglais.

13. Final Agreement

This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only by a further writing that is duly executed by both parties.

14. Headings

Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.