B. Additional Services Pricing. If SWREG provides Additional Services to You that require payment of additional fees to SWREG, those fees will be described to You once You activate Your account and logon in Your online account interface. You will have an opportunity to accept those fees when choosing to use the Additional Service. As SWREG provides Additional Services to You, SWREG will deduct the fees owed to SWREG for such Additional Services from Your account. In the event You cease offering one or more of the value added services required in this Agreement, You will be notified and Your account will be suspended.

C. Taxes. In addition to charging the End Users Your stated price, SWREG will collect and remit to the proper authorities, where SWREG is legally required to do so, any sales tax, value added-tax (VAT), or similar tax or similar government fees that are based on the sale of License Rights to Your Products (collectively "Sales Taxes"). Any collected Sales Taxes will not be placed into Your account but shall instead be paid by SWREG to the appropriate government authority.

You will be solely responsible for the collection and payment of any and all applicable sales or use, value added and/or other similar consumption- based taxes imposed on Your sale of License Rights to SWREG (or Your income derived therefrom). The Purchase Price for a License Right shall be inclusive of all required sales or use, value added and/or other consumption-based taxes. You shall provide to SWREG all data reasonably necessary for SWREG to support any taxes included in the purchase price of a License Right. For the avoidance of doubt, under no circumstances shall SWREG be deemed to be providing tax advice or consulting services to You. You shall be solely responsible for, and shall hold SWREG harmless from and against, the calculation of taxes due from SWREG on Your sale of License Rights to SWREG, and any failure to collect taxes from SWREG on Your sale of License Rights to SWREG at the time of sale to SWREG (including without limitation interest and penalties that result from any failure). If SWREG determines that the sale of License Rights or the fulfillment of a Product into any particular place will put SWREG in violation of local tax laws, and if resolving that problem will cost SWREG an unreasonable amount of time, effort or money, SWREG may choose to refuse to make sales to End Users in those locations.

D. Refunds. SWREG’s policy is to provide End Users with a thirty (30) day right to return License Rights for a refund of the purchase price paid by the End User (unless a longer period is required by law in which case End Users may return License Rights as permitted by applicable law), provided the End User has electronically certified to SWREG that they have destroyed any copies of the related Product in their possession. As the seller and merchant of record, SWREG is responsible for setting and applying the returns policy applicable to the SWREG Site. You shall accept for return any License Rights returned to SWREG by an End User which return is either (a) in compliance with SWREG’s returns policy, and/or (b) required by applicable law, provided that You shall not be required to accept any License Rights returned more than thirty (30) calendar days from the date of purchase (regardless of SWREG’s returns policy) where such return is not required by applicable law. If SWREG processes any refunds to End Users who have purchased License Rights to Your Product from SWREG, SWREG will deduct the amount of the refund from Your account, together with an additional amount equal to Three Percent (3%) of the Total Sales Price as a returns processing fee which You agree may be kept by SWREG. SWREG will be entitled to keep its margin earned on the sale to the End User, even if the End User makes a return or such sale becomes subject to chargeback as described below.

If requested by You and agreed to by SWREG, SWREG will appoint You as SWREG’s agent for processing returns on SWREG’s behalf, in accordance with the SWREG returns policy. You will be responsible for contacting an End User within two (2) business days of initial contact by the End User in order to confirm whether the End User’s return will be accepted; if You authorize the return based on the SWREG returns policy, You will indicate that a return has been authorized through the SWREG client interface. In the event You fail to properly and timely manage returns on behalf of SWREG, SWREG may revoke Your ability to manage returns on SWREG’s behalf.

E. Chargebacks, Fraud and Suppressed Orders. A "Chargeback" is another form of refund that happens when a credit card processor or acquiring bank unilaterally revokes a prior transaction, which may be done under the rules of the credit card banking system for such reasons as fraud or suspected fraud, End User complaint, or other reasons determined at the sole discretion of the credit card processors and/or banks. While SWREG will make reasonable efforts to avoid Chargebacks where possible, SWREG makes no promises as to whether or how credit card processors and/or banks will interpret their rules or rights concerning Chargebacks. You acknowledge that credit card transactions over the SWREG shopping cart are ‘non-swiped’ and have no physical signature from an End user, and thus are subject to a higher level of Chargeback activity compared to physical credit card transactions with wet-ink signatures. SWREG may deduct from Your account any amounts attributable to Chargebacks. The amount which may be deducted from Your account may include the original amount of the transaction together with an additional amount equal to Five Percent (5%) of the Total Sales Price as a chargeback processing fee which You agree may be kept by SWREG.

Further, SWREG is also not obligated to pay You any amounts in Your account that are connected (a) with any activities that are deemed to be fraudulent or criminal, and (b) with orders which are fulfilled upon receipt of a valid payment authorization that is subsequently rejected or cancelled prior to settlement by SWREG, the merchant bank or the payment processor. The existence or possibility of fraud or criminal activity will be determined by SWREG in its reasonable discretion, and SWREG may make any inquiries and investigations it deems appropriate.

F. Payment Method and Frequency. At the end of each pay cycle (as defined below), SWREG will send You a payment in the form You select in Your account settings for the accrued amounts in Your account. However, SWREG’s obligation to pay You is subject to the following:

1. Standard pay cycles are on a monthly basis unless otherwise specified and unless You are due less than the monthly minimums. Payments will be sent on or shortly after the 15th of the month for orders placed during the preceding month. Example: Proceeds of orders filled in February will be paid in March. If SWREG, in its sole discretion, deems You to be in good standing after doing business with SWREG for 4 months, You may request weekly payments, which are typically made on Tuesdays for an additional surcharge equal to One Percent (1%) of each payment to You.

2. Payment options available are ACH (For US Publishers, only), BACS (For UK Publishers only), Paypal, International Wire and Check/Bank Draft. Direct Wires may be processed at Your request for a fee of Twenty Dollars ($20) per wire. Corporate checks/bank drafts are also available for a fee of Four Dollars ($4) per draft.

3. SWREG may determine to holdback some or all of the money that is in Your account if SWREG believes that it might be necessary to cover future refunds, charges against Your account, or other liabilities You may owe to SWREG. SWREG may also holdback some or all of the money if SWREG believes that the funds represent fraudulent transactions or involve other kinds of illegal activities. SWREG will only holdback those amounts which SWREG determines are reasonable under the circumstances. Our statements or other communication from SWREG will note how much SWREG is holding back. SWREG will keep any held-back amounts only for a reasonable time as determined in Our sole discretion, and will promptly pay over to You any remaining held back amounts after that reasonable time has passed. Regardless of any holdback SWREG may choose to keep, You agree to pay SWREG, upon demand, for any shortfall owed to SWREG due to refunds, Chargebacks, fraud, or fees for services rendered if they cannot be offset from Your account within ninety (90) days of the date SWREG first seeks to offset such charges. If SWREG actually keeps (or sets off) against Your account with SWREG any of the funds SWREG has held back, SWREG will do so in a manner that SWREG believes fairly reflects Your liability owed to SWREG, and SWREG will note the setoff and an explanation of the setoff on Your next statement that SWREG issues to You.

4. If the total amount SWREG owes to You at the end of a monthly pay cycle will be less than Fifty Dollars ($50), SWREG will withhold payment until a later pay cycle when the total amount owed is greater than this minimum amount.

5. Your first payment will not be due to You any earlier than the pay cycle that follows the verification of Your account, which may include (at SWREG's discretion) a waiting period not to exceed sixty (60) calendar days. All subsequent payments shall be on the pay schedule You select.

6. Any and all fees, payments, compensation, consideration, and other money amounts shall be expressed and payable in Your store currency (USD, Euro, or GBP) unless otherwise requested by You. In the event SWREG receives funds in connection with a transaction in a currency other than Your store currency, SWREG will convert such receivables to Your store currency using industry-accepted bank conversion rates adjusted by SWREG for volatility and liquidity risk. Amounts in Your account with us will not accrue interest while in Our possession.

7. SWREG may change the fees set forth in this Agreement at any time, but SWREG will give You at least thirty (30) calendar days notice prior to the effective date of any such change.

5. WHAT DO YOU PROMISE TO SWREG? You make the following promises, representations, warranties and covenants to SWREG:

A. You have the right to sell the License Rights to SWREG for resale by SWREG through the SWREG Site. If You have SWREG distribute Your Products or associated files, license keys or tokens, You have the right to permit SWREG to do those Services for You. You warrant that Our sale, copying, storage and distribution of the License Rights and/or the Products will not infringe, violate or misuse anybody else’s intellectual property or other proprietary rights. You warrant that the above warranties and promises are valid for sale and distribution to End Users throughout the world.

B. Any descriptions You provide for Your Products that will be displayed on the SWREG Site are accurate, and will not be in violation of any applicable laws or regulations concerning advertising claims or other forms of consumer protection laws.

C. You have the right to enter into this Agreement, and that the person accepting this Agreement on Your behalf is of legal age and has the authority to contractually bind You to this Agreement, or by accepting Our value added reseller services, You ratify that person’s binding of You to this Agreement. If that person is not so authorized, that person agrees that he or she is also personally responsible for whatever is done on Your account under this Agreement.

D. Your Products, including all content within it, is not libelous, does not slander others, does not contain obscene or pornographic material, is not illegal to use, nor does it contain devices which are intended to be used to perform illegal activities (such as, but not limited to, tools, devices or software used to defeat data encryption devices), nor is it designed as a tool for processing e-mail for mass mailing (“spamming” tools or the like). Our distribution of License Rights to Your Products, and/or the Products themselves, will not violate any laws concerning export over national borders, including laws involving encryption technology.

D. Your Products, including all content within it, is not libelous, does not slander others, does not contain obscene or pornographic material, is not illegal to use, nor does it contain devices which are intended to be used to perform illegal activities (such as, but not limited to, tools, devices or software used to defeat data encryption devices), nor is it designed as a tool for processing e-mail for mass mailing (“spamming” tools or the like). Our distribution of License Rights to Your Products, and/or the Products themselves, will not violate any laws concerning export over national borders, including laws involving encryption technology.

E. All of the information You entered during the SWREG sign-up process is correct as of the time You entered it. You also promise that You will update any of that information when it has changed by updating Your online store interface. You can access Your registration information on Your Author Details page.

F. Anyplace You promote the sale of the License Rights where You provide End Users with a hyperlink or other means to reach the SWREG Site (whether on a Web site, e-mail, on paper or any other means), You will not display any inaccurate or misleading information concerning Your identity or location.

G. You will not engage in deceptive trade practices, market to End Users who have not affirmatively consented to receive solicitations from You, or otherwise violate any laws, rules or regulations applicable to the sale of License Rights to Your Products and the conduct of Your business.

H. You will not use commercial e-mail (solicited or unsolicited) to market Your Products, or commercial e-mail that identifies SWREG or the SWREG Site, if that use of commercial e-mail violates any applicable laws or regulations regarding the use of commercial e-mail. You will comply with any legal obligations to provide proper labeling and content within its marketing e-mails, and to provide opt-in or opt-out capabilities to recipients and comply with any such requests. Any advertising or other marketing materials that mention SWREG or the SWREG Site, or which contain hyperlinks to the SWREG Site, must be in compliance with all laws concerning advertising and marketing for the territories where You deliver those materials. You are responsible for compliance with all of the above, whether You provide the e mails or advertisements on its own or use the services of a third party. If SWREG is charged any fines, penalties or incur any costs, including attorney fees, because of its non-compliance with the above, You agree to indemnify and reimburse SWREG any of those amounts upon SWREG’s demand.

I. You shall not any time hold SWREG (including its parents, subsidiaries, partners or affiliates) or its employees, officers, directors or shareholders up to public scorn, ridicule or defamation.
If You ever have reason to believe there is any reason these promises, representations, warranties and covenants are not true, now or in the future, You promise to promptly tell SWREG.

6. WHAT OTHER RIGHTS DOES SWREG HAVE AND KEEP?

A. You acknowledge that SWREG may, in Our sole discretion with or without advance notice, decline to sell or distribute Your Products or License Rights to any of Your Products at any time.

B. SWREG is permitted to display in any order pages, post-purchase pages and communications (including without limitation any thank You page, Backup CD face and packaging, confirmation page, confirmation e-mail, and any pages following the actual submission of an order for processing) information of SWREG’s choosing, including in Our sole discretion cross- sells, up-sells and other marketing opportunities offered by third-party advertisers. You grant to SWREG and any such third-party advertiser a right and license to use Your site URL and Your name, trademarks and logos in connection with such marketing, both (a) during the period such marketing opportunities are offered on the post-purchase pages and (b) thereafter to remind participants in such marketing opportunities of the manner in which such participant elected to participate in such opportunities in connection with renewals and support related to such opportunities.

C. SWREG’s trademarks, service marks and business names (Our "Trademarks") are owned or licensed solely and exclusively by SWREG. You may not make any press release regarding this Agreement, or use SWREG’s name or logo to refer to SWREG, or use SWREG’s Trademarks, without SWREG’s express prior written consent to do so. All of Your use of SWREG’s Trademarks shall inure to SWREG’s benefit. You agree, upon Our demand, to promptly stop or alter any of Your uses of Our Trademarks which SWREG deems to be improper or which may have the potential to put Our Trademark rights at risk.

7. WHAT WARRANTIES DO WE DISCLAIM?
SWREG provides Our valued added reseller services to You on an “AS-IS” basis and make no promises as to the percentage up-time or that the SWREG Site will operate completely without error. SWREG MAKES AND HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE QUALITY OF THE SWREG SITE, THE ADDITIONAL SERVICES, AND THE OTHER SERVICES PROVIDED BY SWREG PURSUANT TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON INFRINGEMENT.

8. HOW IS OUR LIABILITY LIMITED?
Except for any obligations SWREG has to pay You the amounts in Your account that are owed to You, You agree that Your sole remedy for any breach of this Agreement by SWREG is for You to terminate this Agreement. UNDER NO CIRCUMSTANCES SHALL SWREG’S AGGREGATE LIABILITY TO YOU UNDER THIS AGREEMENT OR ARISING OUT OF OUR RELATIONSHIP WITH YOU UNDER THIS AGREEMENT, REGARDLESS OF HOW THE LIABILITY ARISES, EXCEED THE NET AMOUNT ACTUALLY REALIZED BY SWREG UNDER THIS AGREEMENT. SWREG SHALL NOT HAVE ANY LIABILITY TO YOU OR TO ANY OTHER PERSON OR ORGANIZATION FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES OF ANY DESCRIPTION (INCLUDING WITHOUT LIMITATION LOST PROFITS OR LOSS OR INTERRUPTION OF BUSINESS), WHETHER BASED ON CONTRACT, NEGLIGENCE, TORT, OR ANY OTHER LEGAL THEORY, REGARDLESS OF WHETHER ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND IRRESPECTIVE OF THE NUMBER OR NATURE OF CLAIMS. THE LIMITATIONS UPON DAMAGES AND CLAIMS SET FORTH IN THIS AGREEMENT ARE INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE BEEN HELD TO BE INVALID OR INEFFECTIVE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN, AND FORM A FUNDAMENTAL PART OF THE BASIS OF THE BARGAIN BETWEEN THEM.

9. HOW LONG DOES THIS AGREEMENT LAST?
This Agreement starts on the date You acknowledge Your acceptance of this Agreement, and will last until either You or SWREG terminates this Agreement (with or without cause) by providing the other with thirty (30) calendar days prior notice of its decision to terminate. In the event You are in breach of this Agreement or have failed to comply with Your obligations under this Agreement, SWREG may terminate this Agreement without any obligation to give You prior notice of termination or opportunity to cure. Neither You nor SWREG is obligated to continue under this Agreement for any period of time, and You should not rely upon whether or not we will continue to resell License Rights to Your Products for any period of time.

Once this Agreement has been terminated: (a) You will immediately cease any use of SWREG’s name, logos or Trademarks, and remove any hyperlinks to the SWREG Site that deal with the sale of Your License Rights or the distribution of Your Products; (b) SWREG will promptly halt any sale of Your License Rights; (c) SWREG will continue to make payments to You out of Your account, on the regular pay cycle dates, until the time that Your account has reached a zero balance. Our holdback rights, as described above, survive past the termination date of the Agreement. Your obligation to pay SWREG for any shortfall in Your account survives the termination of the Agreement; (d) SWREG may holdback funds and charge against those funds any amounts which SWREG is entitled to under this Agreement; and (e) You will continue to be responsible for any liability that might arise out of Chargebacks, any infringement of intellectual property rights, any violation of laws, rules or regulations that may have occurred as a result of Your License Rights and/or Products being distributed via the SWREG Site, and any breach by You of the terms of this Agreement. SWREG is entitled to set off against any funds SWREG may be holding any amount needed to reimburse SWREG for Our costs or expenses of defending against any claims against SWREG related to Your breach of any promise to SWREG in this Agreement, including an amount to pay any attorneys’ fees SWREG incurs associated with any such claims.

The provisions of this Agreement which, by their terms, require performance after the termination of this Agreement, or have application to events that may occur after the termination of this Agreement, shall survive the termination of this Agreement.

10. ANYTHING ELSE WE AGREE UPON?

A. No Exclusivity. Neither You nor SWREG is obligated to deal exclusively with the other. You may use other means or companies to sell License Rights to Your Products, and SWREG may sell License Rights and/or Products provided by others that may be similar to or competitive with Your Products.

B. Notices. If You are obligated under this Agreement to tell SWREG something or You wish to give SWREG legal notice of any kind, You must do so in writing and deliver it by certified mail, postage pre-paid and return receipt requested OR by nationally recognized overnight courier which provides a written proof of delivery, to the following address: SWREG, Inc., Attn: General Counsel, 9625 76th Street, Eden Prairie, MN 55344.

If SWREG is obligated under this Agreement to tell You something or SWREG wishes to give You legal notice of any kind, SWREG may do so by use of any of the addresses You gave to SWREG through the SWREG online account interface, including postal mail or e-mail. If any such notice fails to reach You because You gave SWREG inaccurate address information, SWREG’s notice shall nonetheless be deemed to have been delivered to You.

C. Changes to this Agreement. SWREG reserves the right to amend this Agreement. In the event of an amendment, SWREG will post the new version of the Agreement on the SWREG Site and will provide You with notice of such amendment. Each time You log-in to the SWREG online account interface or use the SWREG system, You will be asked to accept the then- current terms of the new Agreement by clicking on the I HAVE READ THE PUBLISHER AGREEMENT AND I ACCEPT THE TERMS button. If You do not click on the button, You will not be able to use SWREG. Sale of Your Products or License Rights to SWREG, and/or use of the SWREG online account interface, constitutes Your acceptance of the then-current version of this Agreement.

D. Waiver; Severability. No waiver of this Agreement or the breach of any provision of this Agreement (a) shall be effective unless made in writing, or (b) shall operate as or be construed to be a continuing waiver of such provision or breach. Any failure by SWREG to enforce any of its rights under this Agreement or any applicable laws shall not constitute a waiver of such right. The invalidity of non-enforceability of any provision of this Agreement, as determined by a court of competent jurisdiction, shall not affect the other provisions hereof, and in any such occasion this Agreement shall be construed in all respects as if such invalid or non- enforceable provisions were omitted, and the invalid or non-enforceable provision of this Agreement shall automatically be construed as replaced with a valid and enforceable provision which most closely meets or approximates the intent and economic effect of the invalid or non- enforceable provision.

E. Governing Law; Venue. This Agreement shall be governed by and interpreted under the laws of the State of Minnesota, United States of America, without respect to or application of its conflicts-of-laws provisions. The parties specifically disclaim application of (i) the United Nations Convention on the International Sale of Goods, and (ii) of Article 2 of the Uniform Commercial Code as codified. If there are any disputes or conflicts related to or arising out of this Agreement, You and we shall use reasonable means to resolve the conflict prior to starting any lawsuits or other litigation, including negotiation between management personnel capable of resolving the conflicts. However, in the event either You or we should start any litigation arising out of this Agreement, You expressly agree that the litigation will take place exclusively in the state or federal courts located in Hennepin County, Minnesota, USA, and You expressly agree that any such court has personal jurisdiction over You. You waive all defenses of lack of personal jurisdiction and forum non-conveniens. Process may be served on either party in the manner authorized by applicable law or court rule.

F. Entire Agreement; Assignment. This Agreement sets forth the entire understanding between You and SWREG with respect to its subject matter, and supersedes any and all prior or contemporaneous proposals, communications, agreements, understandings, negotiations, and representations, whether written or oral, related thereto, which shall have no effect as of the date this Agreement becomes effective. You may not assign this Agreement, or any of Your rights or obligations under this Agreement (whether directly or indirectly, in whole or in part, by operation of law or otherwise) without RegNow’s express prior written permission to do so, and any attempt to assign in violation of the preceding shall constitute an incurable material breach of this Agreement and shall, at SWREG’s option, render this Agreement null and void. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

G. Relationship of the Parties. This Agreement shall not in any respect whatsoever be deemed to create a partnership, joint venture, or other business combination between You and SWREG. Neither You nor we shall be obligated by any agreement, representation or warranty made by the other, nor shall You or we be obligated for damages to any person or organization for personal injuries or property damage directly or indirectly arising out of the conduct of the other party’s business or caused by the other party’s negligence, willful act, or failure to act. There are no third-party beneficiaries through You under this Agreement.

H. Other. SWREG is relieved of any obligation to perform under this Agreement if we are unable to perform as a result of any reasons or conditions beyond SWREG’s reasonable control. Notwithstanding any applicable statute of limitations, You and SWREG agree that any claims for breach of this Agreement shall be brought within two (2) years of the date that party first learns of such breach. No provisions in Your purchase orders or other business forms (including by way of example but not limitation, any Statement of Work or Change Order Form) shall modify, supersede or otherwise alter the terms of this Agreement. SWREG may engage the services of subcontractors or agents to assist SWREG in the performance of its obligations, and SWREG will be responsible for the acts and omissions of such subcontractors and agents.