SERVICES AGREEMENT

Within this Services Agreement (“Agreement”), TemplateTrain.com will be referred collectively as the “Service” or “Template Train” or “Site” and any reference to “TemplateTrain”, “we”, “us”, or “our” will be deemed to be referring to SlideBot Pty Ltd.

This Agreement forms an extra part of the user terms that applies specifically to service providers. All service providers will need to agree to both the Template Train Terms Of Use (“Terms”) as well as these additional terms (‘Additional Terms’) before any services can be provided on templatetrain.com. These govern the relationships, rights and obligations of service providers providing services to buyers using our site. You agree to offer services to buyers on the basis stated in the user terms and these additional terms. Both “SlideBot” and “Vendor” shall be referred individually as the “Party” or collectively as the “Parties”.

RECITALS

WHEREAS, SlideBot Pty Ltd (“SlideBot”) provides, owns and operates an online platform service which will enable its customers to buy pre-made design content from Vendor; and,
WHEREAS, The Parties desire to enter into this Agreement to set forth the terms and conditions under which SlideBot Pty Ltd will promote Vendor’s products and services on SlideBot’s website.

NOW, THEREFORE, in consideration of the foregoing recitals and the covenants and conditions hereinafter set forth, and other consideration which the Parties acknowledge has been received and is sufficient, the Parties hereby agree as follows:

1 DEFINITIONS

1.1 “Confidential Information” shall mean (i) all information disclosed in tangible form and marked “confidential” or “proprietary” or its equivalent at the time of disclosure, and (ii) all information disclosed orally or otherwise in intangible form and designated as “confidential” or “proprietary” or its equivalent at the time of disclosure and is confirmed by the Disclosing Party in writing within ten (10) working days as being confidential. Confidential Information may include, without limitation, computer programs, code, specifications, names and expertise of employees and consultants, formulas, processes, inventions (whether patentable or not), schematics and other technical, business, and financial plans, forecasts, strategies and information. Confidential Information shall not include any information that is: publicly available prior to the date of the Agreement or becomes publicly available thereafter through no wrongful act of the Receiving Party; was known to the Receiving Party prior to the date of disclosure or becomes known to the Receiving Party thereafter from a third Party having an apparent bona fide right to disclose the information; is disclosed by the Receiving Party in accordance with the terms of the Disclosing Party’s prior written approval; is disclosed by Disclosing Party to any other third Party without restriction on further disclosure; is independently developed by the Receiving Party; or that the Receiving Party is obligated to produce pursuant to an order of a court of competent jurisdiction or a valid administrative or Congressional subpoena. Receiving Party means a Party that receives Confidential Information under this Agreement.

1.2 “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

1.3 “Content” means all materials comprising a Party’s Site, including, but not limited to, any images, photographs, illustrations, graphics, audio clips, video clips or text, and Intellectual Property Rights.

1.4“Disclosing Party means a Party that discloses Confidential Information under this Agreement.

1.5 “Marks” means all trademarks, service marks, trade names, logos, words, symbols, or other source-identifying indicia thatof either Party or either Party’s respective products or services.

1.6 “Marketplace” means SlideBot’s e-commerce website which is a platform for third parties (sellers) selling their products and services, whereas transactions are processed by the marketplace operator.

1.7 “Product” is a pre-designed webpage, or set of webpages and other materials, including, but not limited to, any images, photographs, illustrations, graphics, audio clips, video clips or text that can be used to create a website by adding or customizing its content.

2 SCOPE

2.1 The Parties shall determine the content of the each Party’s own respective websites, products and services, including specifications, features, and functions, as well as any documentation or related materials;

2.2 SlideBot may, at its sole discretion, discontinue distribution of any or all of Vendor’s products and services in some or all markets or through some or all channels of distribution;

2.3 SlideBot may, at its sole discretion, change or terminate any of Vendor’s specifications, features, or functions of its products and services.

3 SERVICE SUPPORT

3.1 Vendor is responsible to the end user customer to provide support services for purchases and fulfillment of the customer’s requests. SlideBot shall have no responsibility to provide service to a customer, however, SlideBot may, at its sole discretion, resolve customer complaints by refunding purchases made by the customer, and shall have the right to charge the refunds made by SlideBot directly to Vendor.

COMMISSION RATES

4.1 There are predefined commission rates when selling products on Template Train. SlideBot reserves the right, at any time, to offer Commission Rates that differ from those defined in Section 5 to any or all Vendors at SlideBot’s discretion.

4.2 Commissions due to Vendor will be subject to any order refunds initiated by the customer. To the extent customer orders are refunded by SlideBot to the customer, commissions due on such orders will be deducted by SlideBot from Vendor.

5 NON-EXCLUSIVE ITEMS

5.1 All Items sold on Template Train are sold on a Non-Exclusive Basis.

5.2 Vendor’s commission rate shall be a flat rate of 60% of vendor’s sales revenue when Vendor sells an item on the Template Train.

6 PAYMENT METHODS

6.1 Unless otherwise agreed by the parties in writing, TemplateTrain shall remit payments due to you hereunder, including for Goods sold, no later than thirty (30) days after the end of each calendar month in which the applicable fees are received. Payment shall be in the form you select when you register for the Service, or as subsequently updated as permitted by the Service. Payments shall only be made in those months in which the amount due to you totals at least $20 and, if less, when payment has been requested. Unpaid amounts due shall accrue until the next month in which the amount due is at least $20. TemplateTrain reserves the right to withhold payment or charge back to your account any amounts otherwise due to us under the SlideBot Terms and Additional Terms, or amounts due to any breach of these Terms by you, pending TemplateTrain’s reasonable investigation of such breach. To ensure proper payment, you are solely responsible for providing and maintaining accurate contact and payment information associated with your account, which includes without limitation applicable tax information. If we believe that we are obligated to obtain tax information and you do not provide this information to us after we have requested it, we may withhold your payments until you provide this information or otherwise satisfy us that you are not a person or entity from whom we are required to obtain tax information. Any third-party fees related to returned or cancelled payments due to a contact or payment information error or omission may be deducted from the newly issued payment. You agree to pay all applicable taxes or charges imposed by any government entity in connection with your participation in the Service. If you dispute any payment made hereunder, you must notify TemplateTrain in writing within thirty (30) days of such payment. Failure to so notify TemplateTrain shall result in the waiver by you of any claim relating to such disputed payment. Payment shall be calculated solely based on records maintained by TemplateTrain. No other measurements or statistics of any kind shall be accepted by TemplateTrain or have any effect under these Terms. We may withhold any taxes or other amounts from payments due to you as required by law.

7. PROHIBITED ACTIVITIES

7.1 By agreeing to sell on Template Train, Vendor agrees to refrain from the following:

(a) Uploading content on SlideBot’s Website that is copyrighted, protected by trade secret or otherwise subject to any third-party intellectual property rights or proprietary rights, including any privacy and publicity rights, unless you are the owner of such rights or have written permission from the rightful owner of such rights to post such content and to grant SlideBot a reseller license therein;

(b) Uploading, posting, emailing or otherwise transmitting any submissions or other content that is unlawful, harmful, threatening, abusive, harassing, degrading, tortious, libelous, slanderous or otherwise defamatory, vulgar, obscene, pornographic, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;

(c) Using SlideBot’s Website to harm minors in any way;

(d) Impersonating any person or entity, or falsely stating or otherwise misrepresenting Vendor’s affiliation with anyperson or entity;

(e) Uploading posting, emailing or otherwise transmitting any unsolicited or unauthorized advertising, promotional materials, “junk mail”, “spam”, “chain letters”, “pyramid schemes,” or any other form of solicitation;

(f) Uploading, posting, emailing or otherwise transmitting any content that contains computer viruses or any other computer code, files, scripts, macros, or programs designed to alter, interrupt, destroy, or limit the operation of, or infiltrate any computer software, hardware, or computer systems or any data run through such computer system;

(g) Violating, intentionally or unintentionally, any applicable local, state, national or international law and any regulations having the force of law;

(h) Collecting or storing personal data about other users.

7.2 Vendor shall be solely liable for any damages resulting from any violation of the foregoing restrictions, or any other harm resulting from Vendor’s posting of content to Template Train web site.

7.3 Vendor acknowledges that SlideBot shall have the right, at its sole discretion, to delete any content submitted by Vendor at any time and for any reason, and without notice to Vendor.

8 TERMINATION

8.1 Vendor can elect to stop providing services or selling products temporarily or indefinitely, by pausing his/her services and contacting SlideBot representative/Website Administrator.

8.2 Should Vendor elect to stop being a vendor on Template Train, Vendor may do so at any time, however, SlideBot encourages Vendor to complete existing jobs and return all content that belongs to the purchaser, if applicable; SlideBot shall return all payments to the purchaser for any services that are not completed.

8.3 In addition to SlideBot being able to suspend or terminate your agreement, SlideBot may also disable your products at any time for any reason.

9 REPRESENTATIONS AND WARRANTIES

9.1 Vendor represents and warrants that he/she/it has the requisite licenses to provide the Services under this Agreement. These licenses are detailed here. Please ensure you have read and completely understand the definitions and limitations of both the Standard License and Extended License.

9.2 EACH PARTY’S PRODUCTS AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO ITS PRODUCTS OR ANY PART THEREOF, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON- INFRINGEMENT, OR THOSE ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER PARTY WARRANTS THAT ITS PRODUCTS OR SERVICES WILL BE FREE OF DEFECTS, INACCURACIES, OR ERRORS, WILL MEET THE OTHER PARTY’S OR ANY CUSTOMERS’ REQUIREMENTS OR WILL COMPLY WITH APPLICABLE LAWS.

10 TECHNICAL SUPPORT LIABILITIES

Vendor is obligated to provide technical support service for its Products. Technical support requests will be created by the customers who purchased Vendor’s products on SlideBot’s website. Technical support requests are being directed into the Ticket System on SlideBot’s website. Vendor is obligated to cover the whole range of technical support services for its Products and to perform services a minimum of 8 hours per day, 7 days a week. The quality assurance of Technical Support Services will be supervised daily by Customer Care managers of SlideBot, and Vendor shall me the the level of services to be decided exclusively by SlideBot.

11 GENERAL

11.1 This Agreement supersedes all prior discussions and constitutes the entire Agreement

11.2 It is expressly declared that this Agreement and the relationships between the parties established hereby does not constitute a partnership, agency, or contract of employment between them. The relationship between the parties shall at all times be that of independent contractors. Neither Party shall have the authority to contract for or bind the other in any manner whatsoever.

11.3 This Agreement shall be governed by and interpreted as far as practicable to the laws of Australia. Where there is a conflict of laws in relation to any provision of this agreement, the parties agree to submit to the personal jurisdiction and venue of the courts of Victoria, Australia.

11.4 Vendor shall not assign or delegate this Agreement or any of its rights, duties or obligations thereunder, directly or indirectly, by operation of law or otherwise, without the prior written consent of SlideBot.

11.5 The failure of any Party to insist upon strict adherence to any term of this Agreement, on any occasion, shall not be considered a waiver or deprive that Party of the right thereafter to insist upon strict adherence to that term, or any other term, of this Agreement.

11.6 If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, all remaining provisions of this Agreement shall remain in full force and effect.

11.7 This Agreement, including any attached exhibits, contains a complete statement of all the agreements between the Parties concerning the subject matter herein, and supersedes all prior and contemporaneous agreements between them. No modification, amendment or waiver of this Agreement shall be effective without the express written consent of an authorized representative of the Parties.