Commission Sales Agreement 

This Agreement contains all of the terms and conditions between Arvic Search Services, Inc.. ("Arvic"), and the individual or organization (the "Sales Person") participating in the Arvic Commission Sales Program (the "Program").

In this Agreement, "we" and "us" means Arvic, and "you" means the Sales Person participating in the Program. "Arvic's' Web Site" or "Our Site" means the web sites located at www.arvic.com, www.cadomains.ca , www.arvicsecure.com , and www.tmweb.com and "Your Site" means any web site upon which you establish the Links to Our Site as part of this Program. "Arvic Services" means Arvic's' Online real time credit card processing services, corporate paralegal services and trademark agent services and any other products and services that Arvic may introduce from time to time in the future and offer through the Program.

1. Enrolment in the Program

To begin the enrolment process, you must submit a properly completed application via Our Site. We will evaluate your application in good faith and will notify you of your acceptance or rejection in a timely manner. 
In this regard, you understand that we reserve the right to conclude that you are unsuitable in accordance with our standards, and we may come to such a conclusion even if it is based upon our opinion or mere suspicion or belief, without any duty to prove that our opinion or suspicion is well founded and even if our opinion or suspicion is proven not to be well founded or if others have been accepted despite having the same or similar characteristics as you. You also understand that if we accept your application, such acceptance shall not imply that you have not meet one or more of the criteria that would have permitted us to reject your application. If we reject your application, you are welcome to reapply to the Program at any time.

2. Exclusive Provider

Subject to the terms and conditions set forth below, we shall be the sole and exclusive provider of the "Services" offered. You agree that you will not, directly or indirectly, promote or sell services, or allow any other person or entity under your control to promote or sell services, the same as or similar to the Arvic Services. 

3. Promotion of Our Sales Relationship

As our sales person, we will make available to you all hyper links ("Links") necessary to promote and offer the "Arvic Services", which, subject to the terms and conditions hereof, you may display as often and in as many areas of your own web site as you desire.
a. The Links will serve to identify you as an authorized sales agent of our "Services" and will establish a relationship between us. 
b. Contests and Promotions: As our sales person you will be entitled to participate and promote any sweepstakes, contests, and special promotions we may offer, and in connection therewith, we shall make such contests and promotions available to Your clients. In addition, you may become entitled to earn commissions or residual fees as set forth in Articles 4 and 5 below. 
c. Compliance with this Agreement: We have the right in our sole discretion to monitor Your Site at any time and from time to time to determine if you are in compliance with the terms of this Agreement. 

4. Commissions or Residual Fees 

a. Subject to clause (b) below, we will pay you monthly commissions or residual fees on sales of the "Services" to third parties. Your entitlement to a commission or residual fee will accrue only if the customer (i) purchases the Arvic Service(s) using our Forms process; and (ii) remits full payment to us. We will not, however, pay commissions or residual fees on any services that a customer purchases after the customer has re-entered our site. 
b. If during the first quarter of the term of this Agreement, or during any quarter following the payment of commissions or residual fees to you, your commissions or residual fees earned do not exceed five hundred dollars ($500.00), then you shall not be entitled to receive any commissions or residual fees during the applicable quarter. Subject to Article 12 below, thereafter, you will be paid commissions or residual fees at the end of each quarter during which your aggregate unpaid commissions or residual fees exceed five hundred dollars ($500.00). At such time, you also will be paid all previously earned and unpaid commissions or residual fees.

5. Fee Schedule

You will earn commissions or residual fees based on the sale of Arvic Services according to the fee schedule set forth herein during the month in which such services are sold. Only services that are sold by us to users and for which we have received full payment will qualify for a Commission or residual fees. Commissions or residual fees will vary based upon the volume of sales made during any given month as follows:

a. Subject to Section 4(c) hereof, commissions will be; (i) fifteen percent (15%) of the aggregate amount actually paid to us by customers who purchase Arvic Paralegal and Trademark Agent services; (ii) a $50.00 commission will be paid for each of the first five new merchant per month who pay the set up fee of $150.00 for credit card processing services; (iii a $75.00 commission will be paid for each of the sixth through tenth new merchants per month who pay the set up fee of $150.00 for credit card processing services; (iv) a $100.00 commission will be paid for each subsequent new merchant per month who pays the set up fee of $150.00 for credit card processing services; (v) A Bonus of $125.00 will be paid when total new sign ups, during any given calendar month, reaches 11 merchants. (v) A Bonus of $250.00 will be paid when total new sign ups, during any given calendar month, reaches 21 merchants. 
b. Subject to Section 4(c) hereof, residual fees will be; (i) a residual fee of $.03 (3 cents) per transaction per month per merchant will be paid once the agent has caused 21 merchants to be signed up for transaction processing through our transaction processor; (i) a residual fee of $.04 (4 cents) per transaction per month per merchant will be paid once the agent has caused 41 merchants to be signed up for transaction processing through our transaction processor; (i) a residual fee of $.05 (5 cents) per transaction per month per merchant will be paid once the agent has caused 61 merchants to be signed up for transaction processing through our transaction processor; 
c. Excluded from commissions and residual fees are those amounts due to be paid as Government disbursements, credit card fraud, charge backs, and credits for cancelled services ("Net Sales"). 
d. Sales persons will be allowed to market Arvic's Services to any merchant with whom they come in contact or with whom they have an existing business arrangement. Sales persons will not be assigned territories or be restricted to selling only within a specific geographic location within Canada. However, any sales person who establishes him or herself as an expert within a specific vertical market will be given the right to apply for exclusive rights to sell to the said vertical market. 

You will use your pre-selected password and have the ability to enter a password protected web site to receive your sales statistics on a daily basis. 

6. Your Responsibilities 

You are solely responsible for ensuring that the content of Your Site and any products and/or services that you offer from Your Site comply with all applicable copyright and other laws. You must have express permission to use another party's copyrighted or other proprietary material. We will not be responsible if you use another party's copyrighted or other proprietary material on Your Site in violation of the law or any agreement, and your indemnity, below, will protect us if you do so. In addition you will be solely responsible for; 

a. Any and all expenses you incur in promoting Arvic's Services. 
b. Payment of any GST, Federal or Provincial taxes that may be applicable. 
c. Payment of any Employee benefits, workers compensation or employment insurance. 

7. Policies and Pricing 

Customers who buy Arvic Services through the Program will be deemed to be customers of Arvic. Accordingly, all of our rules, policies, and operating procedures concerning customer applications, customer service, and sales of our services 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 Arvic Services sold through the Program in accordance with our own pricing policies. Service prices may vary from time to time. 

8. Publicity 

You shall not create, publish, distribute, or permit any written material that makes reference to us without first submitting such material to us and receiving our prior written consent, which we agree shall not be unreasonably withheld. We agree that we shall maintain a web page confirming the names and contact information for all our agents and confirm you status with us. 

9. Licenses and Use of the Arvic Logos and Trademarks 

a. We grant you a non-exclusive, non-transferable, revocable right (i) to access Our Site through the Links solely in accordance with the terms of this agreement and (ii) solely in connection with such Links, to use our logos, trade names, trademarks and similar identifying material relating to us (collectively, the "Licensed Materials"), for the sole purpose of establishing a Link to Our Site so users of Your Site can subscribe to Arvic Services. You may not alter, modify or change the Licensed Materials in any way. 
b. Other than establishing a Link from Your Site to Our Site, you shall not make any use of any Licensed Materials without first obtaining our prior written consent. You shall not use the Licensed Materials in any manner that is disparaging or that otherwise portrays us in a negative light. We reserve all of our rights in the Licensed Materials and of our other proprietary rights. We, in our sole discretion, may revoke your license at any time, by giving you written notice. 
c. You grant to us a non-exclusive license to utilize your company name and logo, as the same may be amended from time to time (the "Associates Trademarks"), to advertise, market, promote and publicize in any manner your participation in the Program or our rights here under; provided, however, that we shall not be required to so advertise, market, promote or publicize. 
d. The licenses described in this Article 9 shall expire upon the effective date of the expiration or termination of this Agreement. 

10. Sales Training and Sales Tools 

Arvic has undertaken to provide each commission salesperson with a collection of sales tools, sales leads and sales training. Every person will have equal access to this information as well as an opportunity to contribute like information to each of the other sales persons. 

11. Obligations Regarding 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. Such responsibilities include, but are not limited to, the technical operation of Your Site and all related equipment; the accuracy and propriety of materials posted on Your Site; and, ensuring that materials posted on Your Site do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal. We disclaim all liability for all such matters. 

12. Term of this Agreement and Termination 

This Agreement will begin upon our acceptance of your Program application and continue for an initial term of two (2) years and for additional successive one (1) year terms unless the Agreement is terminated under one of the following provisions:

a. You may terminate this Agreement upon the expiration of the initial or any successive term by notifying us in writing at least thirty (30) days prior to the expiration of the then current term that you desire to terminate the Agreement; or upon written notice given to us and effective within thirty (30) days of our giving to you notice of a modification to this Agreement in accordance with Article 12. 
b. We may terminate this Agreement at any time, with or without cause, by notifying you in writing that we desire to terminate this Agreement. 
You are only eligible to earn commissions or residual fees on sales occurring during the term, and fees earned through the date of termination will remain payable excluding amounts due to credit card fraud, charge backs and bad debt and credits for cancelled services. We may withhold your final payment, or a portion thereof, for a reasonable time to ensure that the correct amount is paid. Within one (1) day of any termination of this Agreement, the Links established under this Agreement shall be removed by you and the you shall discontinue the use of the Licensed Materials provided under Article 12 above. 

13. Modification 

We may modify any of the terms and conditions contained in this Agreement at any time and in our sole discretion. You will be notified by email and a change notice will be posted on Our Site. Modifications may include, but are not limited to, changes in the scope of available commissions or residual, referral fee schedules, payment procedures and Program rules. If any modification is unacceptable to you, your only recourse is to terminate this Agreement as provided in Article 14; should you so terminate, the changes we have announced shall nevertheless become effective unless we agree, in writing, to the contrary. 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. 

14. Relationship of Parties 

You and Arvic 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 Article. 

15. Representations and Warranties 

Except as otherwise stated in this Article 14, we make no express or implied warranties or representations with respect to the Program or any Arvic Services sold through the Program (including, without limitation, warranties of fitness, merchantability or non-infringement, or any implied warranties arising out of 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. 
Each of us (the "Warrantor") hereby represent and warrant to the other party as follows: 

a. This Agreement has been duly and validly executed and delivered by the Warrantor and constitutes its legal, valid, and binding obligation, enforceable against the Warrantor in accordance with its terms. 
b. The execution, delivery, and performance by the Warrantor of this Agreement and the consummation of the transactions contemplated hereby will not, with or without giving of notice, the lapse of time, or both, conflict with or violate (i) any provision of law, rule or regulation to which the Warrantor is subject, (ii) any order, judgment or decree applicable to or binding upon the Warrantor's assets, (iii) any provision of the Warrantor's by-laws or certificate of incorporation, or (iv) any agreement or other instrument applicable to or binding upon the Warrantor's assets. 
c. No consent, approval, authorization of, exemption by or filing with any governmental authority or any third party is required to be obtained or made by the Warrantor in connection with the execution, delivery and performance of this Agreement or the taking by the Warrantor of any other action contemplated hereby. 
d. There is no pending or, to the best of the Warrantor's knowledge, threatened claim, action, or proceeding against Warrantor with respect to the execution, delivery or consummation of this Agreement, or with respect to the Warrantor's trademarks, and, to the best of the Warrantor's knowledge, there is no basis for any such claim, action, or proceeding. 
You hereby represent and warrant to us that you are the sole and exclusive owner of the Associates Trademarks and have the right and power to grant to us the license to use your trademarks in the manner contemplated herein, and such grant does not and will not (i) breach, conflict with or constitute a default under any agreement or other instrument applicable to you or binding upon your assets or properties, or (ii) infringe upon any trademark, trade name, service mark, copyright or other proprietary right of any other person or entity. 

16. Confidentiality 

Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or you, respectively, or any of our Associates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public or through a source or sources other than such party hereto or its Associates. Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information (a) to any person pursuant to a subpoena issued by any court or administrative agency, (b) to its accountants, attorneys or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation or legal process 

17. Limitation of Liability 

We will not be liable for indirect, special, incidental, exemplary, punitive or consequential damages, or for 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 commissions or residual fees paid or payable to you under this Agreement. 

18. Indemnification 

You hereby agree to indemnify and hold harmless Arvic, its subsidiaries and Associates, and their directors, officers, employees, agents, shareholders, partners, members and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, expenses (including reasonable attorneys' fees), and costs (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the Associates Trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, (iii) the development, operation, maintenance and content of Your Site and products and services offered from Your Site, or (iv) any claim related to Your Site, including, without limitation, content therein not attributable to us. 

19. Notification 

All notices to us in connection with this Agreement shall be deemed given as of the day they are received either by messenger, delivery service or in the United States of America mails, postage prepaid, certified or registered, return receipt requested, and addressed as follows: 

Arvic Search Services, Inc.. #280, 521 - 3rd Ave. SW, Calgary Alberta Canada T2P 3T3 
Attention: Associates Program Manager 
With Copy to: Corporate Counsel 

All notices to you in connection with this Agreement shall be deemed given as of the day they are dispatched either by messenger, delivery service or in the mails, postage prepaid, certified or registered, return receipt requested. 

20. 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 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. 

21. Construction 

If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect. 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 a provision or any other provision of this Agreement. 

22. Governing Law 

This Agreement will be governed by the laws of Canada and the Province of Alberta, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the provincial or federal courts located in the province of Alberta, and you irrevocably consent to the personal and subject matter 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 be enforceable against the parties and their respective successors and assigns. 

23. Entire Agreement 

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous communications.

Please print this Commission Agreement for future reference.

We invite you to join us.

A working knowledge of web site access and HTML is required. Sales training will be provided for our package of services. You must demonstrate an understanding of, and agree to be bound by, our "Commission Sales Agreement". For further information please contact us Toll Free at 1-888-227-8421.

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Arvic Search Services Inc.
Suite 280, 521 - 3rd Ave. S.W. Calgary, Alberta Canada T2P 3T3
Phone: 403-234-0844  Toll Free: 1-888-227-8421  Fax: 403-294-0944