By agreeing for the Inventory Source Partner Program Terms and Services, you are agreeing to be bound by the following Partner Program Agreement (the “Agreement”). The Agreement is between you, as Partner (the “Partner”), and Inventory Source LLC. (“Inventory Source”) (together, the “Parties”, and each a “Party”). You can review the current version of the Agreement at any time at www.inventorysource.com/partner-terms.

Inventory Source reserves the right to update and change the Agreement by posting updates and changes here: www.inventorysource.com/partner-terms. If a significant change is made, we will provide reasonable notice by email. You are advised to check the Agreement from time to time for any updates or changes that may impact you.

1 – Application and Participation in the Program

1.1 Application

The Program enables participants to introduce Inventory Source’s products and services (the “Services”) to their customers, members or others (“Prospects”) and refer them to Inventory Source. You acknowledge that Inventory Source markets the Services directly and works with other partners to market the Inventory Source Services, and as such your participation in the Program is on a non-exclusive basis.

1.2 Prospects

Inventory Source may offer Prospects incentives and benefits for signing up for the Services from time to time, the offer and nature of which shall be determined by Inventory Source at its sole discretion. Inventory Source reserves the right in its sole discretion to change or discontinue any incentives or benefits at any time.

1.3 Referral URL and Website

Inventory Source may provide you with a referral URL (“Referral URL”), which resolves to a Inventory Source website where Prospects may sign-up for the Services, for inclusion by you in your introductory communications and materials to Prospects (“Introductions”). You may include the Referral URL in Introductions solely to promote Inventory Source and the Services as authorized under this Agreement. You may not frame the Referral URL or website, include cookies or tracking devices, use worms, viruses or similar harmful or malicious programming routines in the Referral URL, or cause any doorway or other intermediary visual to open when Prospects click on the Referral URL.

1.4 Introductions

You are solely responsible for your Introductions and all associated content. From time to time, Inventory Source may provide you with a Referral URL, trademarks, logos, and other distinctive brand features or materials for use in Introductions (“Inventory Source Materials”). You may include the Inventory Source Materials in Introductions solely to promote Inventory Source and the Services as authorized under this Agreement. Inventory Source reserves the right in its sole discretion, but shall not be under any obligation, to review and approve or reject your Introductions (and any changes thereto) or the use of Inventory Source Materials therein prior to your use thereof. Inventory Source’ approval of your Introductions will not relieve you from your sole responsibility therefore or your indemnification obligations under this Agreement.

2 – Partner Responsibilities

2.1. Promotion Activities

Inventory Source will engage in Joint Marketing Initiatives with those in the Partner Program and leverage their existing assets to aid in these initiatives. However, Partner shall bear all costs and expenses related to their marketing or promotion of Inventory Source, and/or Partner’s activities in any area, location, territory or jurisdiction, unless otherwise determined by Inventory Source in its sole discretion.

Promotion of Services includes, but is not limited to, the marketing activities such as email marketing, PPC, online webinars, social network and digital forum outreach activities. You may not make any product warranties or contractual commitments on behalf of Inventory Source.

2.2. Compliance with Laws

In addition to, and without limiting the provisions of this Agreement, you shall perform your obligations hereunder in accordance with the highest applicable industry standards and in compliance with all applicable laws, rules and regulations.

2.3. Partner Duty to Inform

You must promptly inform Inventory Source of any information known to Partner that could reasonably lead to a claim, demand or liability of or against Inventory Source and/or any related entities (the “Inventory Source Related Entities”) by any third party.

2.4. Other Partner Terms

If you are an individual, you must be 18 years or older or at least the age of majority in the jurisdiction where you reside.

To become a Partner, you must create a Partner Account by providing your information into our Partner Program form and signing this Terms and Agreement document as indicated below. Inventory Source may reject an application for a Partner Account for any reason, in its sole discretion. Inventory Source will use the email address you provide as the primary method for communication.

If you sign up for a Partner Account on behalf of an entity, your employer shall be deemed to be the Partner for the purpose of this Agreement, and you represent and warrant that you have the authority to bind the entity to this Agreement. Each Partner is responsible for assuring that its employees, agents and subcontractors comply with this Agreement.

You will be responsible for the performance of all your obligations under the Agreement, regardless of whether you subcontract any such obligations to any third party, including but not limited to any affiliates or subsidiaries of Partner.

Your participation in the Inventory Source Partner Program, including information transmitted to or stored by Inventory Source, is governed by the Inventory Source Privacy Policy found at Inventory Source.com/privacy-policy.

Other than the limited license herein this document to use the Inventory Source Trademarks, you may not use the Inventory Source Trademarks and/or Inventory Source Related Entities’ names or trademarks (meaning any names and/or trademarks or any other protected marks associated with the Inventory Source Service, Inventory Source Inc. or the Inventory Source Related Entities) and/or variations or misspellings thereof in Partner’s business name, logo, branding, advertising, social media or domain name (including without limitation top-level domains, sub-domains and page URLs), without the express consent from Inventory Source.

3 – Fees And Payments

3.1 Referral Fee Plan

Subject to: (i) your compliance with this Agreement, and (ii) the referral fee plan associated with your activities pursuant to the Partner Program, you shall be entitled to receive certain fees (“Fees”) from Inventory Source described below.

3.2 Eligible Referrals

1. Inventory Source will pay you Fees for Introductions that result in a Prospect subscribing for Services. If a Prospect subscribes for Services within 60 days following your introduction, Inventory Source will pay you Fees equal to the % amount a month for the Prospect’s subscription/plan and account with Inventory Source for up to 12 months from the first payout date as identified by Inventory Source referral tracking software. Prospects that are refunded or have chosen to cancel their service and were not charged for a given month are not considered an eligible referral for payout in that given month. Eligible Referral Fees are identified and validated by Inventory Source’s referral tracking software or through email communication between the Partner, the Prospect, and Inventory Source. Inventory Source has the right to suspend or terminate all future payments from eligible referrals due to the Partner for any reason.
2. Eligible referrals must not be associated with any other affiliate payout activities Inventory Source is engaged in.
3. Eligible referrals must not have previously been a customer of Inventory Source.
4. Eligible payouts are only eligible for the affiliate if the mutual customer has successfully paid 2 billing cycles (or has been active over 35 days) and does not request a refund of service payment and no chargeback has been requested.

3.3 Payment

Inventory Source distributes Fees owed to its Partners within 15 days following the end of each calendar month (a “Payment Period”). If the Fees owed to the Partner are less than $50 USD at the end of any Payment Period, Inventory Source may withhold payment of Fees until the end of the next Payment Period in which the balance of unpaid Fees owed to the Partner are $50 USD or more.

3.4 Payment Distribution Terms

Payment shall be made via Paypal however a physical check can be mailed upon request. Payment may be subject to Paypal fees. Physical check minimums require there are $100 USD in referral fees before being sent and will incur a $2 service charge.

3.5 Additional Payment Information

1. All payments are subject to fraud and risk analysis considerations and anti-money laundering procedures and may be withheld during the period of investigation.
2. Notwithstanding anything to the contrary in this Agreement, Inventory Source shall not be responsible to pay any Fees:
3. related to revenues that have been refunded to Prospects by Inventory Source;
4. for a Prospect owned in whole or in part by a Partner;
5. related to fraudulent sales;
6. related to revenues that have been subject to chargebacks; or
7. to Partners who are employed by or who are contractors of Inventory Source.

4 – Licenses

4.1 Inventory Source Materials

Inventory Source hereby grants you a non-exclusive, royalty-free, non-sublicensable, non-transferable, limited right and license during the term of this Agreement to use, reproduce, publicly perform, publicly display, and distribute Inventory Source Materials provided by Inventory Source solely to promote Inventory Source and the Services as authorized under this Agreement and in compliance with any guidelines provided to you. Except as specifically set forth herein, you have no right, title, license, or interest in the Inventory Source Materials. All goodwill related to Inventory Source and the Inventory Source Materials arising out of your use of the Inventory Source Materials will inure solely to the benefit of Inventory Source.

You may not alter, amend, adapt or translate the Inventory Source Materials without Inventory Source’s prior written consent. Nothing contained in any Inventory Source Materials shall in any way be deemed a representation or warranty of Inventory Source or any of Inventory Source Related Entity. The Inventory Source Materials shall at all times be the sole and exclusive property of Inventory Source and no rights of ownership shall at any time vest with you even in such instances where Partner has been authorized by Inventory Source to make changes or modifications to the Inventory Source Materials.

4.2 Materials

The Partner hereby grants Inventory Source a non-exclusive, royalty-free, non-sublicensable, non-transferable, limited right and license to use, reproduce, publicly perform, publicly display, and distribute your name, trademarks, logos, and other distinctive brand features (“Partner Materials”) to promote your participation in the Program and in connection with Inventory Source’ promotion and marketing of the Services.

5 – Termination

Your participation in the Program is voluntary and you may terminate your participation in the Program at any time on 30 days’ written notice to Inventory Source. Likewise, Inventory Source reserves the right in its sole discretion to suspend or terminate your participation in the Program for any reason at any time upon written notice to you. Upon any suspension or termination of your participation in the Program, you will immediately cease all Introductions, all rights and licenses granted under this Agreement will immediately cease and you will return or destroy all Inventory Source Materials in your possession. Your account will be determined as “terminated” and in an “inactive” status, which will discontinue any payment owed or due to you from affiliate customers.

6 – Intellectual Property Rights

6.1. Proprietary Rights of Inventory Source

As between you and Inventory Source, the Inventory Source Materials, all demographic and other information relating to Prospects including Prospects, prospective Partners and Partners, the Services, Merchant Data, and all software, documentation, hardware, equipment, devices, templates, tools, documents, processes, methodologies, know-how, websites, and any additional intellectual or other property used by or on behalf of Inventory Source and/or Inventory Source Related Entities or otherwise related to the Service, Inventory Source Partner Program, Inventory Source and/or Inventory Source Related Entities, together with all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent therein and appurtenant thereto (collectively, “Inventory Source Property”) shall be and remain the sole and exclusive property of Inventory Source.

You may not use any Inventory Source Trademark including but not limited to the logo or the word mark Inventory Source or variations of the word “Inventory Source” in your business name, logo, products or services, including without limitation unless granted express written permission by Inventory Source in advance of such use.

You may use Inventory Source Trademarks, including its name, logo and variations thereof to

promote the Services, but you may not use Inventory Source’s Trademarks in your business name or logo or in any other way that may mislead Prospects and the general public as to the origin of the Services, or that is false, misleading, defamatory or derogatory.

7 – Representations and Warranties

You represent and warrant to and covenant with Inventory Source that:

7.1 Authority

You have all necessary power and authority to enter into this Agreement and perform your obligations hereunder, and the performance of your obligations hereunder will not require the consent of any third party, give rise to any conflict of interest, or constitute a breach or default under any agreement or obligation to which you are a party or by which you are bound.

7.2 Compliance with Laws

You will comply with all applicable federal, state and local laws, rules, and regulations, including

without limitation those relating to advertising, marketing and privacy. You will be the sole sender of all email Introductions for purposes of the CAN-SPAM Act, and you agree to comply with all requirements thereof.

7.3 Third Party Rights

Neither the Introductions (excluding your authorized use of unmodified Inventory Source Materials) nor Inventory Source’s authorized use of any Partner Materials will infringe, violate, or misappropriate any third party’s intellectual property rights.

8 – Indemnification

You will defend, indemnify, and hold harmless Inventory Source, the Inventory Source Related Entities and each of their officers, directors, stockholders, employees, contractors, and agents from and against any and all third party claims, actions, investigations, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorney’s fees) arising from: (a) your operation of your business and the Introductions; (b) your breach of any representation, warranty or covenant of this Agreement; (c) your acts or omissions; (d) Inventory Source’ authorized use of any Partner Materials, or (e) any representations or warranties you make to Prospects regarding the Services. You may not settle or consent to the entry of a judgment with respect to any claim without the prior written approval of Inventory Source.

9 – Disclaimers; Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INVENTORY SOURCE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT, WITH RESPECT TO THE SERVICES AND INVENTORY SOURCE MATERIALS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, INVENTORY SOURCE MAKES NO WARRANTY THAT ANY REFERRAL URLS, INVENTORY SOURCE WEBSITES OR THE SERVICES WILL OPERATE ERROR-FREE OR WITHOUT INTERRUPTION. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (A) INVENTORY SOURCE WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, AND (B) INVENTORY SOURCE’S TOTAL LIABILITY ARISING OUT OF THIS AGREEMENT AND THE PROGRAM WILL NOT EXCEED ONE HUNDRED DOLLARS ($100.00 USD). THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, STATUTE, OR ANY OTHER BASIS AND EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10 – Confidential Information

You may use Confidential Information solely for purposes of performing your obligations under

this Agreement, where “Confidential Information” means all information and material of Inventory Source to which you have access hereunder, unless subject to one of the following exceptions.

Confidential Information does not include information that: (a) was known to you without restriction before receipt, as demonstrated by files in existence before receipt, of that information from Inventory Source or otherwise in connection with this Agreement; (b) is publicly

available through no fault of yours; (c) becomes known to you from a source other than the Inventory Source without breach of an agreement and without violation of the Inventory Source’s rights; or (d) is independently developed by you without any use of Confidential Information, as demonstrated by files in existence at the time you independently developed that information.

You will ensure that your employees, contractors, agents and advisors who have access to Confidential Information are limited to those with a need to know such Confidential Information in order for you to perform your obligations under this Agreement and have signed or are bound by confidentiality agreements or obligations at least as protective of the Confidential Information as those contained herein. You will not disclose or make Confidential Information available to any third party, except as specifically authorized by Inventory Source in writing. You may disclose Confidential Information when compelled to do so by law if you provide Inventory Source with reasonable prior notice (to the extent permitted) and an opportunity to oppose the disclosure.