IBSoftShop License Form & Agreement

This form (here-in-after this "Agreement" or "License") constitutes an agreement between Joe e. Clayton Jr. and Free-Software-Forever d/b/a Creative Software and/or and/or “SoftShops”  and/or “IBSoftShops,” hereinafter, Owner, and the within named person, hereinafter, MANAGER, identified below.

(Type in your Full Name)

This Agreement is executed; accepted, and confirmed by virtue of being returned to Joe e. Clayton Jr. Via E-mail at: wizard@claysoft.com and with a cc: to spyguy@tigerinvestigations.com and by virtue of completing this form and submitting it. Further, any person, company or organization that activates a “IBSoftShop” or “soft shop” acknowledges receipt of and acceptance of these terms and conditions and agrees to be bound there by as follows:

VENUE shall be Volusia County, Florida and such venue shall determine and establish all civil law that may apply or be interpreted as to the operation of this Internet business and these terms and conditions.

PRODUCTS and PROFITS:

MANAGER warrants that he/she is operating as an independent agent, and not as an employee, partner, or affiliate of Owner. MANAGER agrees that he/she is therefore responsible for any and all taxes, fees, records, licenses and/or procedures required by law for a business entity.

Owner agrees that the profits from the sale of any and all product(s) sold on the IBSoftShop, less the fees stated above and the cost of fulfillment for physical products, will be distributed to the MANAGER.

Owner will provide the method and means for the income from all sales to be directed to accounts owned by the MANAGER. MANAGER is responsible for sending any fees or payments due Owner, as outlined above, to the Owner in a timely manner.

Owner agrees to pay all costs associated with the acquisition and inclusion of all products offered on the site by the Owner. This includes purchase of the product itself, development of web pages, programs and scripts for the processing of payments, a system and area for download delivery of digitally delivered products, a system and method for fulfilling orders of physical products, and adequate protection of the IBSoftShop pages, products and information.

Owner agrees to provide fulfillment of any physical products provided for sale by Owner for the MANAGER at the cost of fulfillment, preparation and delivery. Owner further agrees to provide such fulfillment in a timely fashion.

Owners shall be responsible for the maintenance and operation of the system servers, databases, and technical aspects of the IBSoftShops system.

Manager agrees to abide by the refund guarantee policy for each product as posted on the sales pages for each product and is responsible for providing any refunds due any customer for purchases made from the Manager by the customer.

Unique and New Products:

Owner agrees to develop and provide to MANAGER on his IBSoftShop, on a monthly basis, a new product developed exclusively for the SuperSites and/or IBSoftShops that are not available on the Free-Software-Forever.com site or that are significantly different in nature from any product on the Free-Software-Forever.com web site and that include professionally written salescopy. Owner will make these products and services available to MANAGER by including them on the MANAGER's IBSoftShop.

FAIR COMPETITION and PRICING:

Owner agrees that no IBSoftShop, including those that may be operated and managed by the Owner, will contain any product or service provided by the Owner that is not also available for sale on the Manager's IBSoftShop.

Owner will set the prices for all products and services on all IBSoftShops provided by Owner, at his sole discretion. MANAGER does not have the right to change the price of any product or service provided by the Owner on the IBSoftShop. Owner agrees not to allow any IBSoftShop, including those that may be operated and managed by Owner, to lower the price of any product or service sold on any IBSoftShop.

MANAGER does not own or have any rights to the products and services provided by the Owner. Manger is not allowed to sell the Owner-provided products and services on any other web site or use them in any fashion to create a web site or web business that competes with any IBSoftShop/IBSoftShops.

ACCESS AND OPERATION:

Both MANAGER and Owner will have full access to the web site at all times. MANAGER will not do anything that restricts or prevents access to the site by Owner, such as changing passwords.

MANAGER will operate the web site as he sees fit and may make additions, including adding his own products, provided those products do not directly compete with any products provided by the Owner.

Manager may NOT change the scripts, pages, images, and related files that are put on the site by the Owner. MANAGER is responsible for the any costs associated with fixing any problems that are caused as a result of changes and additions to the site by MANAGER.

Owner reserves the right to review operations, procedures, promotions, and web pages introduced by MANAGER and to takes any steps necessary to protect the integrity and legality of the web site and the reputation of the Owner, including removal of MANAGER if necessary.

Owner may define specific rules and procedures that must be followed for correct operation of the web site/web business, but they must be fair and equitable and universal to all IBSoftShops.

Managers may customize their site subject to the approval of Owners or his designated team leaders or appointees, in accordance with the posted rules. 

Current information: 

MANAGERS have sole responsibility to insure that Creative Software and the IBSoftShops Server Database have the most accurate and up-to-date information for the operation of the managers site.

FEES:

Owners and/or Creative Software have established an Internet marketing system including websites, web hosting, and products plus other unique features found desirable by managers called a IBSoftShop.

MANAGER will pay a one time sign-up and License fee. MANAGER agrees and understands that this sign-up fee is NOT refundable under any circumstances what so ever except at the sole discretion of the Owner. The license purchased allows manager to, market, sell, and promote to the general public, products provided by Joe e. Clayton Jr. as well as any other products owned by MANAGER or to which MANAGER holds resell rights, subject to the approval of Owners.

MANAGER shall pay a monthly fee as established by Owners to help offset the cost of maintenance and operation of the system. Said fee, originally set at $37 per month for IBSoftShops, shall commence with the activation of the designated site and monthly on a like date thereafter.

Should Manager fail to activate his/her site or fail to pay the monthly maintenance fee for 30 days after notice, Owners may, at their sole discretion, terminate MANAGERS access to the site, resell or reassign the site or take such other action as may protect the interest of Owners and/or Creative Software and all sales made thereon will revert to the default Pay Pal account operated by Owners for all sales.

Owner may add a late charge for fees not received within 5 days of the due date.

Refunds or Cancellation:

Parties acknowledge that the operation of an Internet business requires a certain level of skill and knowledge and that the IBSoftShop purchaser/manager possesses the required skill and knowledge and enters into this agreement and purchase of IBSoftShops realizing that there is no guarantee as to the amount of money or sale quantity that may ensue. Owners makes express and clear notice that IBSoftShops purchase is nonrefundable. Where an owner or manager desire to terminate the operation of their site, they shall have the following options:

1. The IBSoftShops may be sold or transferred to a 3rd party, by the manager with notice and approval of Owners. Buyer must agree to be bound by these Terms & Conditions and must be approved by Owners. Seller shall establish the selling price and handle all financial considerations.
   
   
2. Upon notice and request by owner/manager to Owners, a site will be offered for sale and promotional assistance provided by Owners with the price and terms established by owner/manager.

Ownership and Intellectual Property Rights:

The MANAGER understands and agrees that the web site, including all pages, programs, files and scripts, domain name, design, and products and related items on the IBSoftShop are the sole property of the Owner. They are provided to the MANAGER under this license for his/her use as an independent business entity. Owner retains Ownership of any intellectual property rights he may have in the web site, including all pages, programs, files and scripts, domain name, and products on the IBSoftShop and no way transfers any rights to the MANAGER. Consequently, MANAGER is NOT allowed to market or distribute any of the products provided as part of the IBSoftShop outside the IBSoftShop without written permission.

Manager may not resell any products, information, designs, techniques, images, pages, scripts or any portion of the IBSoftShop outside of the IBSoftShop or use any products, information, designs, techniques, images, pages, scripts or any portion of the IBSoftShop to create a competing web site or web business.

Manager may not publish any information about the design, workings, techniques, operations or related information in any medium without permission from the Owner.

MANAGER retains Ownership of any products he legally owns and adds to the inventory of the site under the terms of this agreement. The MANAGER may NOT resell his license to the IBSoftShop without permission from the Owner.

CONFIDENTIALITY:

MANAGER agrees to keep and treat all information including, but not limited to, methods, procedures, passwords, scripts, software, customer information (including name, email address, physical address, phone number(s), designs, and credit card number(s)), code and information related to the operation or promotion of the IBSoftShop and its related business as confidential, copyrighted and proprietary. MANAGER agrees to treat this information as Owner's trade secrets and further, agrees not to disseminate or distribute this information in any form without prior permission, in writing, from the Owner and will exercise due diligence to protect this information.

MANAGER agrees not to send any form of Unsolicited Commercial Email, also known as UCE or Spam, to any person whatsoever. MANAGER understands and agrees that Owner specifically prohibits MANAGER from sending any such emails and further, that the domain name of the IBSoftShop may never be used (whether as the sender of the email, in the subject of the email, or in the body of the email as a hypertext link or otherwise) in any such email. MANAGER assumes all liability for any such emails and agrees to indemnify and hold Owner harmless for any penalties, fines, fees, costs or criminal and civil litigation, or the like, which may be incurred as a result of such emails.

Nothing in this Agreement shall prevent MANAGER from communicating with customers or prospects of the IBSoftShop via email when such customer or prospect has either specifically requested information be sent to him/her, or when such customer or prospect has implied requested information be sent to him/her because of a purchase made at the IBSoftShop, a request for information from the IBSoftShop, a subscription to the IBSoftShop's newsletter or Ezine list, or the like.

IBSoftShops owners, either activate or inactivate are prohibited from making public, in any forum or in any media or to any person other than owners legal council or Owners or his contractors assigned to assist, the nature of any dispute or difficulty or problem of any nature regarding Managers IBSoftShops. Violation of this provision may result in termination of all rights and privileges afforded MANAGER via the IBSoftShops program and may result in legal action to protect the interest of Joe e. Clayton Jr., Creative Software, Free-Software-Forever or the IBSoftShops program.

Parties acknowledge that electronic mail or e-mail is subject to filtering or other impediments to delivery beyond the control of the parties sending. Parties are responsible for verification of delivery of any mail or message deemed critical to either party.

PROMOTION:

The MANAGER is free to promote the products and services offered on the IBSoftShop by any legal means. However, Owner reserves the right to prohibit promotion by means Owner deems is inappropriate or harmful, whether illegal or not.

Promotion by any illegal means of ANY product featured on a IBSoftShop, such as by false statements of earnings or SPAM, constitutes a violation of this Agreement. Any costs resulting from such illegal activities, including criminal and civil litigation, are the sole responsibility of the MANAGER.

WARRANTY:

The IBSoftShop, its contents, and any product or service contained therein, is provided, as is, without warranty of any kind, either express or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. Owner does not warrant, guarantee, or make any representations regarding the use, or the results of the use, of the web sites, products, services or written materials in the terms of correctness, accuracy, reliability, correctness, or otherwise. MANAGER assumes the entire risk as to the results and performance of the IBSoftShop and any products and service contained therein. MANAGER agrees that Owner does not provide any warranty or guarantee as to the income or possible income MANAGER can earn as an independent representative selling products and services from the IBSoftShop.

TERM:

The term of this Agreement shall begin on the date of this Agreement and shall continue in full force and effect as long as long as the Manager remains a manager in good standing and not in violation of this agreement.

ALL matters related to the confidentiality of information and protection of property rights as outlined in this Agreement will continue to be in full force and effect until 3 years from the date a MANAGER ceases to be a MANAGER under the terms of this Agreement.

TERMINATION:

A violation of any clause of this Agreement by MANAGER shall permit Owner to terminate this Agreement, immediately, unless MANAGER rectifies the violation to the satisfaction of Owner within 30 days.

BOILERPLATE:

This Agreement represents the entire Agreement between Owner and MANAGER and replaces and supersedes any and all collateral or related agreements and understandings between Owner and MANAGER related to IBSoftShops.

Owner reserves all rights not specifically granted herein. This Agreement shall be governed by and construed in accordance with the laws of the County of Volusia and of the State of Florida in the United States of America.

Severability. Any item in this agreement deemed to be unenforceable shall not void any other section of this agreement. Owner reserves the right to amend the Rules of Operation or these terms at any time without notice.

In the event of any DISPUTE regarding any aspect of the ownership or operation of the IBSoftShops, parties agree to enter into arbitration, understanding that each party shall initially pay their own expenses and that the venue in all matters shall be Volusia County, Florida.

Questions regarding this agreement or notice of any dispute forthcoming as a result of the IBSoftShops program, shall be directed initially, in writing, to J.M.Davis, Chief Investigator at Tiger Investigations or to Tiger Certified and shall contain the complete name of the party bringing the dispute, their complete mailing address and telephone number, the business name and e-mail address being used in the operation of the IBSoftShops, the IP address assigned to the site and a narrative of the problem and what has been done to attempt resolution. Further, include the best time and best contact information for communications in this matter. Tiger may be contacted via telephone at 386-774-7843 for voice, 386 774 5135 for fax or by E-mail at spyguy@tigerinvestigations.com.

Submition of this form and recording of relative identity information, such as IP address, is to be construed as acceptance of all of the terms stated within the document at the time of its being completed. Recorded information such as date and IP address may be used to determine time, date, and manner of
recording of the document.

I (your full name - must exactly match one above!!!)

Understand and agree to the terms and conditions outlined on this page on

(TYPE IN today's date)

and provide the following information as indication of my agreement:

First name:

Last name:

FSF Affiliate ID: the 4 numbers BEFORE the "2002"
- and INCLUDE leading zeros (i.e., NOT 61, but 0061) IF YOU DON'T HAVE ONE, LEAVE BLANK!

Email address for your PayPal account (BE CORRECT. One email address ONLY):

An Email address that is NOT filtered (and is NOT an AOL, MSN) :

Email address for your Stormpay.com account (IF you don't have one, leave BLANK):

Clickbank ID (IF you don't have one, leave BLANK):

Google AdSense ID(IF you don't have one, leave BLANK):

Business Name (Such as "Creative Software" NOT A DOMAIN NAME):

Address that can be published on the site:
Street or PO Box
City
State
Zip
Country

Phone number (the COMPLETE number, separated by dashes, like 386-775-9305)

IF you have one, the Domain name you will use for advertising the site (this IS that 'crazy name'):

(IGNORE THIS ONE - will be used later)