weSRCH.com ADVERTISING RESELLER AGREEMENT

This Advertising Reseller Agreement (the "Agreement") sets forth the terms and conditions on which you will act as a reseller of advertising content to be posted on weSRCH.com (“Ads”). This is a legally binding agreement between you and weSRCH.com. Once registered at weSRCH.com, you agree to be legally bound by the terms and conditions set forth in this Agreement. Further, you must accept agreement to the terms and conditions set forth in this Agreement each and every time you log in and place an Ad to be posted on weSRCH.com.

BY USING AND/OR VISITING THIS WEBSITE (collectively, including all Content available through the weSRCH.com domain name, the "weSRCH Website" or "Website"), YOU SIGNIFY YOUR ASSENT TO THE WEBSITE’s GENERAL TERMS OF SERVICE (WHICH ARE INCORPORATED HEREIN BY THIS NOTICE), THESE TERMS OF SERVICE FOR THE ADVERTISING RESELLER SERVICE (hereinafter, the "Terms of Service") AND THE TERMS AND CONDITIONS OF WESRCH'S PRIVACY NOTICE, WHICH ARE PUBLISHED AT PRIVACY NOTICE, (AND WHICH ARE ALSO INCORPORATED HEREIN BY THIS REFERENCE.) If you do not agree to any of these terms, then please do not use the weSRCH Website or register as a user.

Subject to the terms and conditions of this Agreement, weSRCH.com appoints you to be a non-exclusive reseller for the purpose of encouraging the sale of ads to weSRCH.com.

Your sole authority shall be to perform the tasks listed herein pursuant to the terms and conditions of this Agreement. You do not have the authority to make any commitments or agreements or incur any liabilities whatsoever on behalf of weSRCH.com, nor shall weSRCH.com be liable for any acts, omissions to act, contracts, commitments, promises or representations made by You, except as specifically authorized under this Agreement or in writing by weSRCH.com.

weSRCH.com shall have sole and exclusive control over all prices, discounts, allowances, refunds, extensions of credit, development, specifications, delivery, and all other terms governing the sale and provision of the Ads; any variance in price charged by you shall not be reflected in the price charged to you by weSRCH.com. Prices and terms of sale quoted by weSRCH.com are subject to change by weSRCH.com at any time.

Subject to the terms of this Agreement, (a) weSRCH.com grants you a non-exclusive, non-transferable, revocable authorization to use the trademarks, service marks, and logos of weSRCH.com for the sole purpose of soliciting Ads in a manner consistent with this Agreement, and (b) You grant weSRCH.com a non-exclusive, non-transferable, worldwide license to use, reproduce and display your Marks and Materials solely for the purposes set forth herein. You will use the weSRCH.com Marks in conformance with any trademark usage policies provided by weSRCH.com from time to time. You will not take any action inconsistent with weSRCH.com's ownership of the weSRCH.com Marks, and any benefits accruing from your use of the weSRCH.com Marks will automatically vest in weSRCH.com. You will not form any combination marks with the weSRCH.com Marks. weSRCH.com may terminate this trademark license if, in weSRCH.com 's discretion, your use of the weSRCH.com Marks tarnishes, blurs or dilutes the quality associated with weSRCH.com Marks or associated goodwill. weSRCH.com reserves all rights not expressly granted in this Agreement. Except for the limited rights expressly granted herein by weSRCH.com to you, nothing in this Agreement shall serve to transfer to you any intellectual property rights in or to weSRCH.com Marks or other intellectual property owned or claimed by weSRCH.com. You acknowledge and agree that weSRCH.com has sole right, title and interest in to weSRCH.com Marks, and all weSRCH.com intellectual property and rights therein and thereto. You will promptly inform weSRCH.com of any known or reasonably suspected infringement or misappropriation of weSRCH.com's trademarks, copyrights or other intellectual property rights.

You will complete the weSRCH.com reseller registration process in a true and accurate manner. Furthermore, you will maintain the accuracy of the information kept in your Profile on the weSRCH.com website, and you will periodically update such information as necessary so that such information is, at all times, true and accurate.

You shall use your best efforts to market and solicit orders for Ads. weSRCH.com reserves the right to accept or reject, in its sole discretion, any Ad posted by you.

You will conduct all of your activities hereunder in an honest, legal, ethical, businesslike and professional manner, and in a manner that will enhance the image and reputation of weSRCH.com. weSRCH.com agrees to do the same with respect to you. You will abide by the policies and procedures of weSRCH.com in effect from time to time.

You will use and disseminate only those marketing and promotional materials that are either the most current versions or have been approved in advance by weSRCH.com. weSRCH.com agrees to do the same with respect to you.

weSRCH.com will place the Ads sold by you provided you are in full compliance with all of the terms and conditions of this Agreement. weSRCH.com reserves the right to accept or reject, in its sole discretion, any Ad posted by you. If weSRCH.com should reject an Ad, it will refund any money it may have collected from you that is associated with the rejection.

All weSRCH.com rules, policies and operating procedures concerning privacy, pricing, customer service, and all other aspects of weSRCH.com will apply, and weSRCH.com may change its rules, policies and operating procedures from time to time in its sole discretion.

You shall be responsible for all costs and expenses you incur in connection with the implementation and performance of your obligations under this Agreement, including any discounts you provide to your end-customers.

Commission will be earned for the Ads sold by you based on the current published rates on weSRCH.com. The commission be paid from the net income of the Ads, net of all transaction and service fees.

Commission checks for U.S. resellers will be cut monthly at the end of the month for the previous month commissions earned; provided, however, no payment will be made for any month if the amount due is less than $50.00. Any payment(s) not made as a result of the amount due being less than $50.00 will be carried forward and paid when the aggregate amount due equals or exceeds $50.00

Commission checks for foreign resellers will be cut quarterly at the end of the month for the previous quarter commissions earned; provided, however, no payment will be made for any month if the amount due is less than $500.00. Any payment(s) not made as a result of the amount due being less than $500.00 will be carried forward and paid when the aggregate amount due equals or exceeds $500.00.

These terms of fees and payment can be changed if mutually agreed to.

All Ad fees will be made directly through PayPal. Hence it will be necessary for You to transact such payments through PayPal, and be subject to the applicable PayPal Terms of Use at http://www.paypal.com. weSRCH.com is not affiliated with PayPal, and neither is the agent, representative or employee of the other, and neither is responsible in any way for the actions or performance (or lack thereof) of the other.

weSRCH.com and you are independent contractors, and nothing contained in this Agreement shall be construed to (i) give either party the power to direct and control the day-to-day activities of the other, or (ii) constitute the parties as partners, joint venturers, co-owners or the like. All financial and other obligations associated with your business are your sole responsibility. You agree that you will not be treated as an employee of weSRCH.com for federal, state or local tax purposes, including but not limited to unemployment compensation or workers' compensation taxes, or for any other purpose. You are solely responsible for any and all taxes, whether federal, state or local, which may be applicable to you business. You have neither the express nor any implied authority to accept orders from customers on behalf of weSRCH.com nor to enter into or modify contracts, whether oral or written, on behalf of weSRCH.com. You shall not represent that your products or services are affiliated with or endorsed by weSRCH.com, without weSRCH.com's prior written approval.

All information obtained by you in connection with its activities hereunder, including all technical, marketing, business and other information that weSRCH.com provides you or that you receive from weSRCH.com, shall be treated by you as confidential and proprietary information of weSRCH.com. You will not use any such information for its own benefit or for any purpose other than fulfilling its obligations under this Agreement and you shall not disclose such information to any third party except with weSRCH.com's prior written consent.

You represent and warrant that (i) you have the right, power and authority to enter into this Agreement and to fully perform your obligations under this Agreement; and (ii) the entering into and performance of this Agreement by you does not violate, conflict with, or result in a material default under any other contract or agreement to which you are a party, or by which you are bound.

WESRCH.COM EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES REGARDING OR RELATED TO THIS AGREEMENT, ANY MATERIALS OR ASSISTANCE PROVIDED TO YOU, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, COURSE OF PERFORMANCE OR DEALING, TRADE PRACTICE, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.

You will indemnify and hold harmless weSRCH.com and its customers, suppliers, directors, officers, agents and employees from and against any and all losses, costs, damages, liabilities and expenses (including, without limitation, reasonable attorneys' fees) arising out of or relating to any breach by you of any of the terms of this Agreement.

WESRCH.COM SHALL NOT BE LIABLE TO YOU OR ANY ENTITY OR PERSON CLAIMING THROUGH OR UNDER YOU FOR ANY LOSS OF PROFIT OR INCOME OR OTHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY WHATSOEVER, AND WHETHER OR NOT WESRCH.COM IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

The Website is owned, controlled and offered by VLSI Research, Inc. (doing business as weSRCH.com) from its facilities in the United States of America. weSRCH.com makes no representations that the weSRCH.com Website is appropriate or available for use in other locations. Those who access or use the weSRCH.com Website from other jurisdictions do so at their own volition and are responsible for compliance with local law.

This portion of the weSRCH website is meant for use for those greater than 18 years old. You affirm that you are more than 18 years of age, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide by and comply with these Terms of Service.

This Agreement will begin on the date you upload and place the Ad and continue for the length of time the Ad is posted, at which time it will terminate pursuant to the terms herein. In the event of a material breach not cured within 10 days of written notice of breach to the breaching party, this Agreement may be terminated immediately upon written notice of termination to the breaching party.

Upon termination of this Agreement for any reason: (i) You will immediately cease use of all weSRCH.com confidential and proprietary information, all weSRCH.com Services provided hereunder, and all weSRCH.com Marks and marketing materials; (ii) You will immediately return to weSRCH.com all confidential and proprietary information, brochures, literature, documentation and other materials within its control without retaining any copies thereof. No commission or other payments will accrue to You after the termination of this Agreement for any reason. Neither party will be liable to the other for any termination of this Agreement in accordance with its terms.

The provisions of this Agreement addressing INDEPENDENT CONTRACTORS, CONFIDENTIALITY, WARRANTY; WARRANTY DISCLAIMERS, INDEMNITY, LIMITATION OF LIABILITY, AND TERM AND TERMINATION shall survive termination of this Agreement.

By accessing, viewing or using this Website, you indicate that you understand and intend these Terms of Service to be the legal equivalent of a signed, written contract and equally binding, and that you accept these Terms of Service and agree to be legally bound by them. Please note that weSRCH.com reserves the right to change the Terms of Service under which this Website and its many offerings including the Service are extended to you. Your continued use of this Website following such modifications will be conclusively deemed acceptance of any changes to these Terms of Service.

You agree that: (i) the weSRCH Website shall be deemed solely based in California; and (ii) the weSRCH Website shall be deemed a passive website that does not give rise to personal jurisdiction over weSRCH.com, either specific or general, in jurisdictions other than California. These Terms of Service shall be governed by the internal substantive laws of the State of California, without regard to its conflict of laws principles. Any claim or dispute between you and weSRCH.com that arises in whole or in part from the weSRCH Website shall be decided exclusively by a court of competent jurisdiction located in Santa Clara County, California. These Terms of Service, together with the General Terms of Service for the weSRCH.com Website and the Privacy Notice at http://www.wesrch.com/Documents/privacy.php and any other legal notices published by weSRCH.com on the Website, shall constitute the entire agreement between you and weSRCH.com concerning the weSRCH Website. If any provision of these Terms of Service is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Service, which shall remain in full force and effect. No waiver of any term of these Terms of Service shall be deemed a further or continuing waiver of such term or any other term, and weSRCH's failure to assert any right or provision under these Terms of Service shall not constitute a waiver of such right or provision. weSRCH.com reserves the right to amend these Terms of Service at any time and without notice, and it is your responsibility to review these Terms of Service for any changes. Your use of the weSRCH Website following any amendment of these Terms of Service will signify your assent to and acceptance of its revised terms. YOU AND WESRCH.COM AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE WESRCH WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

Last Updated On: July 16, 2009