The Panicware Reseller Program is generally governed by the terms and conditions of your participation as a reseller through any of our authorized providers (who may refer to you as an "affiliate"), as listed in our Panicware Authorized Reseller Center. This Agreement specifies additional terms and conditions for your participation in our Reseller Program. "We" refers to Panicware, Inc., a Washington corporation with an office address at 557 Roy Street, Seattle, Washington 98109, and "You" refers to you, as a "reseller" promoting our products through any of our authorized providers.

TERM

We reserve the right to change this agreement, in our sole discretion, at any time, and you agree to be bound by the most recent version of this agreement posted on our website. Your continuing to act as a reseller shall constitute your binding acceptance of the change. If any change is unacceptable, your sole recourse will be to immediately cease acting as a reseller.

INTELLECTUAL PROPERTY

You shall not promote our product in a manner that is likely to cause Internet users to mistakenly believe that our goods or services originate with you or with anybody else, or that we are affiliated with you in any manner other than through this Reseller Program.

Without limiting the foregoing,

     A) You shall use our advertising content, including our trademarks, only as made available to you in our "Marketing Materials for Authorized Resellers" at the Panicware Authorized Reseller Center. You shall not alter such materials in any way. AS A RESELLER, YOU EXPRESSLY ACKNOWLEDGE AND AGREE NOT TO USE MARKETING MATERIALS FOR AUTHORIZED RESELLERS AS A MEANS OF COMPARATIVE ADVERTISING AND WAIVE "FAIR USE" AS A DEFENSE. Without limiting this sub-paragraph, you are prohibited from displaying our Marketing Materials for Authorized Resellers in combination with your trademark or any other third-party trademark for ad-blocking software or related products, except as pre-approved in writing by us.

     B) You expressly agree that even after termination of this agreement (absent written permission from us) you will not use our trademark "Pop-up Stopper" (with or without hyphenation and whether or not separated by spaces): (i) in the ad content (title or text) of your banner ad or your sponsored link or listing (e.g., through Overture or Google) unless it is preceded by the term "Panicware's," includes the registration notice symbol ®, and displays the term in capital letters (i.e., Panicware's POP-UP STOPPER®); or (ii) except to indicate us as the source of our products, which also means that you will not use it as a descriptive or generic term, but rather use only "pop- up ad blocking software," or the like.

     C) You agrees that you will not, during the term of this Agreement or thereafter, contest our ownership rights to our trademarks, the validity of our trademarks, or the validity of this Agreement. You acknowledge and agree that all uses by or on behalf of you hereunder of our trademarks shall inure to our benefit as owner of the trademarks. Our trademarks include, without limitation, the POP-UP STOPPER® and PANICWARE™ trademarks.

TERMINATION

This Agreement may be terminated in our sole discretion, at any time, for any reason, or no reason, upon seven (7) days written notice to the other.

DISCLAIMER

EXCEPT AS EXPRESSLY SET FORTH, PANICWARE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. PANICWARE EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR AFFILIATE'S (OR ITS CUSTOMER'S) PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. IN ADDITION, PANICWARE DOES NOT REPRESENT OR WARRANT THAT THE OPERATION OF THE PANICWARE PRODUCTS OR PANICWARE SITE WILL BE AVAILABLE, UNINTERRUPTED OR ERROR FREE, AND PANICWARE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS, TECHNOLOGY LIMITATIONS, OR TECHNICAL ERRORS RELATING THERETO.

LIMITATIONS OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NEITHER PARTY WILL, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOSS OF BUSINESS, EVEN IF THE PARTY IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES.

Cap on Liability

UNDER NO CIRCUMSTANCES WILL OUR TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO YOU AS A RESELLER UNDER THIS AGREEMENT DURING THE IMMEDIATE 12 MONTHS PRECEDING THE DATE OF THE ACTION OR CLAIM. YOU ARE OBLIGATED TO MITIGATE THE IMPACT OF ANY DAMAGE ARISING FROM OR RELATED TO THIS AGREEMENT

INDEMNIFICATION

You shall indemnify and hold us and our employees, directors, agents, and representatives harmless from all liability, damages, costs, and expenses, including attorneys' fees, arising out of or relating to any actual or threatened third-party claim (including claims of intellectual property infringement) relating to: (a) the development, operation, maintenance, or contents of your site (except the Marketing Material for Authorized Resellers); and/or (b) Your use of the Marketing Material for Authorized Resellers in a manner not authorized herein. You will pay any and all costs, damages, and expenses, including, but not limited to, attorneys' fees and costs awarded against or otherwise incurred by us in connection with or arising from any such claim, suit, action or proceeding.

OTHER IMPORTANT PROVISIONS

Headings

The headings appears at the beginning of sections contained in this Agreement shall not be used to construe or interpret this Agreement, and they are there for reference only.

Severability.

If any part of this Agreement is found to be illegal, unenforceable, or invalid, the remaining portions of this Agreement shall remain in full force and effect. If any material limitation or restriction on the grant of any license to Affiliate under this Agreement is found to be illegal, unenforceable, or invalid, the license shall immediately terminate.

Governing Law. This Agreement shall be interpreted, construed, and enforced in all respects in accordance with the laws of the State of Washington, without reference to its choice of law rules.

Waiver

Our waiver of any breach of any provision of this Agreement does not waive any other breach. Our failure to insist on strict performance of any obligation in accordance with this Agreement shall not be a waiver of our right to demand strict compliance in the future, nor shall the same be construed as a novation of this Agreement.

Independent Contractor

You expressly agree that you are an independent contractor and not our employee, agent, partner, legal representative, or franchisee.

Jurisdiction

Any action arising out of or in connection with this Agreement may be heard exclusively in Kings County, Washinton, or New York County, New York, and you hereby irrevocably consent to the exclusive jurisdiction and venue of these courts.

Notice

You may contact us with respect to this Agreement by visiting our Support section of our website. It is your responsibility to provide us with contact information for notice purposes, and absent such instruction in writing, we may provide any notice to you by notifying the authorized provider with whom you registered.

Entire Agreement

This Agreement is the final and complete expression of the agreement between these parties regarding the subject matter hereof. This Agreement supersedes, and the terms of this Agreement govern, all previous oral and written communications regarding these matters, all of which are merged into this Agreement. No employee, agent, or other representative of Panicware has any authority to bind us with respect to any statement, representation, warranty, or other expression unless the same is specifically set forth in this Agreement. No usage of trade or other regular practice or method of dealing between the parties shall be used to modify, interpret, supplement, or alter the terms of this Agreement.