WebPay CDGCommerce Retailer Agreement

This AGREEMENT is made as of today's date between your organization, a Retailer ("RETAILER") and Consolidated Delivery Group, Inc., a corporation ("CDG", "CDGcommerce", d/b/a "WebPay for PrinterOn", "WebPay").

WHEREAS, WEBPAY is engaged in the business of marketing remote document delivery services, and WHEREAS, WEBPAY wishes to contract with RETAILER to allow for usage of its services.

NOW THEREFORE, in consideration of the mutual promises contained herein, IT IS AGREED as follows:

1.    ENGAGEMENT AND OBLIGATIONS OF RETAILER. RETAILER agrees to subscribe to the services provided by WEBPAY upon the terms and conditions set forth herein.

1.1    RETAILER agrees to comply with all policies and procedures of WEBPAY relating to the usage for the users of RETAILER.

1.2    RETAILER agrees to indemnify and hold harmless WEBPAY, its officers, directors, employees, successors and assigns from any and all liabilities, including but not limited to, claims, demands, actions, suits, costs, damages, settlements, fees, including attorneys fees, and obligations of any kind, type and description whatsoever, brought or imposed upon WEBPAY, its officers, directors, employees, successors or assigns, jointly or severally relating to or arising out of any fraud, misrepresentation or wrongdoing by RETAILER in connection with the performance of this Agreement.

1.3    WEBPAY agrees to indemnify and hold harmless RETAILER, its officers, directors, employees, successors and assigns from any and all liabilities, including but not limited to, claims, demands, actions, suits, costs, damages, settlements, fees, including attorneys fees, and obligations of any kind, type and description whatsoever, brought or imposed upon RETAILER, its officers, directors, employees, successors or assigns, jointly or severally relating to or arising out of any fraud, misrepresentation or wrongdoing by WEBPAY in connection with the performance of this Agreement.

2.    CONFIDENTIALITY. RETAILER agrees that it or any of its employees or affiliates, will not voluntarily divulge or disclose and will hold in confidence any and all proprietary information with respect to WEBPAY's business, including but not limited to reports, customer lists, operating procedures, compensation reports or schedules, pricing models, product information, price lists, rate structure, software design, training and sales support materials of which RETAILER acquires knowledge during the term of this Agreement, whether in written or oral form (the "Information"). Without WEBPAY's prior written consent, RETAILER agrees not to use the Information for any purpose other than the performance of the services to be performed under this Agreement. The foregoing restrictions with respect to the Information shall not apply to any Information that (a) is now or hereafter becomes generally available to the public other than as a result of a disclosure, directly or indirectly, in violation of the terms hereof, (b) was available to RETAILER on a non-confidential basis prior to its disclosure, (c) becomes available to RETAILER on a non-confidential basis from a source other than WEBPAY, which source was not itself bound by a confidentiality agreement or a legal duty to maintain confidentiality, or (d) is disclosed pursuant to any legal requirement or in connection with any legal process. The provisions of this paragraph shall survive the termination of this Agreement.

3.    COMPENSATION. WEBPAY agrees to pay to RETAILER for services performed under this Agreement the following:

- 95% of the Total Service Revenue Collected minus $0.30 USD

Example: a referred $5.00 print-on-demand service would result in a commission payment of $4.45. ($5.00 x .95 - 0.30 = $4.45)

3.1    It is specifically understood and agreed upon that in the event that any referred customer of RETAILER to WEBPAY is provided with a refund of a sales transaction for any reason - whether due to failure to provide service, chargeback or other payment dispute or any other extenuating circumstances - that RETAILER will not be eligible to receive any compensation on such a sale. If RETAILER has already received compensation on the sale, WEBPAY shall offset the amount already paid against future compensation. In the event that WEBPAY, its sole and reasonable discretion, believes that no further compensation will be due to RETAILER in the foreseeable future, WEBPAY reserves the right to bill or debit RETAILER for the amount of compensation already paid on such a sale.

3.2    It is specifically understood and agreed upon that WEBPAY shall provide all compensation to RETAILER once per month for the previous month's sales referrals by initiating an ACH electronic bank account credit to the bank account details specified on the online form by the next banking day after the 25th day of the following month after service revenues were received.

Example: if services were provided and billed in January, RETAILER will receive the commission on it on or after the 25th of February.

3.3    WEBPAY reserves the right in its sole and exclusive discretion to change its fee schedule and processing methods.

4.    TERM AND TERMINATION. The term of this agreement shall be for one (1) year and automatically renew at the one (1) year anniversary of this contract, unless written notice of intent not to renew is given by either party not less than thirty (30) days prior to the end of any term. This Agreement may be terminated by either party with or without cause, by giving thirty (30) days written notice.

4.1    In addition to any other provisions specified herein, WEBPAY shall have the right to terminate this Agreement for cause in any of the following circumstances: (a) material breach of this Agreement, (b) any act of fraud or dishonesty in connection with the performance of this Agreement, (c) conduct inimical to the best interests of WEBPAY, (d) execution of an assignment for the benefit of creditors, (e) filing of any petition under the United States Bankruptcy Code.

4.2    In the event that RETAILER voluntarily terminates this Agreement at any time, WEBPAY shall pay RETAILER all Compensation due hereunder to the date written notice of termination is given.

5.    GOVERNING LAW. The law of the Commonwealth of Virginia shall be applied to this agreement. In any action brought under or concerning this agreement, the prevailing party shall be entitled, in addition to all costs and fees, to reasonable attorney's fees.

6.    NOTICES. All payments, notices, requests, demands and other communications required or permitted to be given under this Agreement shall be given in writing by United States mail, postage prepaid to the parties at the address set forth below or to such other place or places as either party hereto shall designate by written notice to the other.

Value Added Reseller:
Address as specified on the online form

Consolidated Delivery Group, Inc.
d/b/a WEBPAYcommerce
2005 Old Greenbrier Road Suite #107
Chesapeake, VA 23320

Such notice shall be effective as of the date of mailing.

7.    ENTIRE AGREEMENT. This Agreement, together with any supplements, addenda, amendments, modifications or attachments, comprises the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. Each party acknowledges that no representations, inducements, promises, warranties or agreements have been made by any party, or anyone acting on behalf of any party, other than those set forth in this Agreement.

8.    SEVERABILITY. In the event that any portion of this Agreement is found to be void, illegal or unenforceable, the validity and enforceability of any other portion shall not be affected.

9.    AMENDMENTS AND WAIVERS. This Agreement may be modified, amended or supplemented only by a written instrument duly executed by the parties hereto or by notice from WEBPAY that is accepted by default within five (5) business days of its transmittion to RETAILER if RETAILER does not communicate any objection to it. WEBPAY shall make such notice of any modifications, ammendments or supplements to RETAILER by electronic mail or by facsimile or written document, at its discretion.

No covenant, term or condition, or the breach thereof, shall be deemed waived, unless it is waived in writing and signed by the party against whom the waiver is claimed. The waiver by either party of a breach of any covenant, term or condition shall not operate or be construed to be a waiver of any preceding or subsequent breach thereof.

10.    ASSIGNABILITY. At any time, WEBPAY may, at its sole discretion, assign this agreement, along with all of its obligations and responsibilities, to another 3rd party.

11.    JURISDICTION AND VENUE. Any suit, action or proceeding arising out of or relating to this Agreement shall be brought only in Commonwealth of Virginia and RETAILER hereby agrees and consents to the personal and exclusive jurisdiction of said courts over it as to all suits, actions and proceedings arising out of or related to this Agreement, and RETAILER further waives any claim that such suit, action or proceeding is brought in an improper or inconvenient forum and further irrevocably waives the right to object, with respect to such suit, action or proceeding brought in any such court, that such court does not have personal jurisdiction over RETAILER. For purposes of any such suit, action or proceeding, the parties agree that any process to be served in connection therewith shall be effective, if delivered or mailed by regular mail to the other party at the addresses below, which may be changed from time to time and each party shall notify the other party of any such change.