VividSoft Associates Program Agreement

This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the VividSoft Associates Program (the "Program"). As used in this Agreement, "we" means VividSoft, and "you" means the applicant. "Site" means a World Wide Web site and, depending on the context, refers either to the VividSoft site (including www.vividsoft.com, www.attendview.com, www.aerobictest.com and www.csts.com/shop) or to the site that you will link to our site.

1. Enrollment in the Program

   To begin the enrollment process, you will submit a complete Program application via our site. We will evaluate your application in good faith and will notify you of your acceptance or rejection. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the Program. Unsuitable sites include but are not limited to those that:

   • promote sexually explicit materials
   • promote violence
   • promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
   • promote illegal activities
   • violate intellectual property rights
2. Links on Your Site

   You will provide a general link or links on your site to our home page in a format to be approved by VividSoft. We will provide you with guidelines and graphical artwork to use in linking to our home page.

3. Order Processing

   We will process product orders placed by customers who follow special links from your site to the VividSoft site. We reserve the right to reject orders that do not comply with any requirements that we periodically may establish. We will be responsible for all aspects of order processing and fulfillment. Among other things, we will prepare order forms; process payments, cancellations, and returns; and handle customer service. We will track sales made to customers who purchase products using special links from your site to our site and will send you reports summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time in our discretion. To permit accurate tracking, reporting, and fee accrual, you must ensure that the special links between your site and our site are properly formatted.

4. Referral Fees

   We will pay you referral fees all product sales to third parties. For a product sale to generate a referral fee, the customer must follow a special link (in the format specified by VividSoft) from your site to the www.attendview.com site or www.aerobictest.com site; purchase the product using our automated ordering system; accept delivery of the product at the shipping destination; and remit full payment to us.  The Program is intended for commercial use, and you may not purchase products through the Program for your own use and still receive a commission. Products that are entitled to earn referral fees under the rules set forth above are hereinafter referred to as "Qualifying Products."  As of this time, all products sold directly by VividSoft are "Qualifying Products."

5. Fee Schedule

   You will earn referral fees based on the sale price of Qualifying Products (as defined above), according to fee schedules to be established by us. "sale price" means the sale price listed in our catalog and excludes costs for shipping, handling, gift-wrapping, and taxes. The current fee schedule is 10% of the sale price for sales of all Qualifying Products.  If the customer orders multiple items after following the special link from your site as outline in 4. above, you will be paid a 10% fee on that entire order.

6. Fee Payment

   We will pay you referral fees on the 15th of each month for fees earned on products purchased during the previous month, less any taxes that we are required by law to withhold. However, if the fees payable to you for any month are less than $25.00, we will hold those fees until the total amount due is at least $25.00 or (if earlier) until this Agreement is terminated. If a product that generated a referral fee is returned by the customer, we will deduct the corresponding fee from your next quarterly payment. If there is no subsequent payment, we will send you a bill for the fee.

7. Policies and Pricing

   Customers who buy products through this Program will be deemed to be customers of VividSoft. Accordingly, all the VividSoft rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies. Product prices and availability may vary from time to time. Because price changes may affect products that you already have listed on your site, you may not include price information in your product descriptions. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.

8. Responsibility for Your Site

   You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for:

   • the technical operation of your site and all related equipment
   • creating and posting product descriptions on your site and linking those descriptions to our catalog
   • the accuracy and appropriateness of materials posted on your site (including, among other things, all product-related materials)
   • ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights)
   • ensuring that materials posted on your site are not libelous or otherwise illegal

   We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site.

9. Terms of the Agreements

   The terms of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. You are only eligible to earn referral fees on sales of Qualifying Products occurring during the term, and fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

10. Modification

    We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our site. Modifications may include, for example, changes in the scope of available referral fees, fee schedules, payment procedures, and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

11. Relationship of Parties

    You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section.

12. Limitation of Liability

    We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to you under this Agreement.

13. Disclaimers

    We make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, noninfringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

14. Independent Investigation

    YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

15. Miscellaneous

    This Agreement will be governed by the laws of the United States and the state of Nebraska, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Grand Island, Nebraska, and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.