SSA Inc. Online Store Agreement

A. Agreement Terms and Conditions

The following agreement, terms, clauses and conditions govern your ("The Client") participation in this SSA Inc. Online Store Agreement. By working with Spirit School Apparel Inc. a Washington corporation (SSA Inc.) and executing this SSA Inc. Agreement (the "Agreement"), SSA Inc. and the Client agree to abide by all of the terms, clauses and conditions set forth herein.

B. Services

SSA Inc. shall develop and manage a custom online e-commerce website for The Client. SSA Inc. does not charge a fee for the development or management of such e-commerce website. SSA Inc. will provide The Client with easy to follow instructions and links provided by SSA Inc. referred to as ("Materials"). In the event that any such SSA Inc. Materials are provided to the Client, all of the provided materials, links, data or other creative, graphic, text or html content shall remain at all times the sole property of SSA Inc. In the event of a breach of any provision of this Agreement by The Client, The Client agrees to immediately discontinue use of any SSA Inc. Materials upon notice of such breach to The Client.

C. Length of Agreement

(1) The term of this Agreement shall be for Twelve months from the date of its first execution, however, this Agreement shall automatically renew at the end of the initial twelve month period unless: (a) a party notifies the other in writing, email or fax, that it does not wish to renew this Agreement; at that point a party may remove any and all links, advertisements, or materials from websites, or (b) this Agreement is earlier terminated pursuant to the provisions hereof.

(2) SSA Inc. may discontinue this Agreement, and The Client's participation at any time and for any reason, or for no reason upon written, email, or fax notice. In the event of a cancelation of this Agreement, any revenue earned through the date of such termination of this Agreement will remain payable to The Client (but only if the amounts paid by any consumer are not refunded to such consumer and if amounts owing to us from consumers are actually received).

D. Tracking and Payment

Through our proprietary tracking system ("Tracking System"; the Tracking System is sometimes referred to herein, by use of the general term "Tracking"), we will determine which sales generated through The Client's websites originated from Links on The Client's sites or referral client's sites (such generated sales are referred to herein as "Revenue Share Events or Transactions") For each Revenue Share Event, we will pay The Client the amounts due for the given Transaction. Revenue share may be variable and is determined by the type of e-commerce store and product pricing. The Tracking System calculates revenue share due based on sales generated from Links on The Client's sites or referral client's sites, and is the final and binding source of all determinations of payments due to The Client.

To help ensure proper crediting of Revenue Share Events to The Client, The Client will have full access to the Tracking System and have full access to The Client's sales data and referral client's revenue share data. SSA Inc. reserves the right to delay payment to The Client until after the collection from consumers of amounts owing in respect of such Revenue Share Events.

E. Payment In Respect of Revenue Share Events

(1) Within 30 days, (Thirty Calendar Days) after the end of each Quarter (Quarterly Payouts) SSA Inc. will mail checks to the address provided by The Client during registration, for the payment of Revenue Share Events that The Client has earned during each quarter together with any other amounts owed to The Client in respect of sales or referral sales hereunder during such quarter, less any taxes required to be withheld under applicable law, provided: (i) The Client has not breached any of the terms and conditions of this Agreement. (ii) The Client has provided us with The Client's valid taxpayer identification number. Revenue Share Events are based from actual sales from The Client's sites or referral client's sites. Shipping, handling and any applicable sales taxes will never be considered as a Revenue Share Event.

(2) If the payment owed to The Client is less than one hundred dollars ($100) payment will be withheld until the next quarterly payment cycle or until the total payment to The Client is greater than $100. SSA Inc. is a Washington State based corporation and will charge the applicable sales tax for merchandise sold by SSA Inc. and shipped to addresses in Washington State.

(3) SSA Inc. shall not be liable to The Client as a result of failure by The Client's website or webmaster to use Links properly, including to the extent that such failure results in inaccurate reports. The Client acknowledges that the accuracy, completeness and timeliness of the data included in The Client's Revenue Share Report are a function of the accuracy and completeness of the underlying data that SSA Inc. obtains from the tracking system. SSA Inc. shall not be responsible or liable for any errors in or omissions from such underlying data or sales tracking reports.

F. Referral Program

When The Client refers potential clients to SSA Inc. and such potential clients become clients of SSA Inc., The Client will be eligible for a share of the referral client's revenue share events. Referral clients must state during registration they were referred to SSA Inc. by The Client in order for The Client to be eligible for revenue share from sales generated from referral client's websites. Referral revenue share shall be 5% of every sale generated from the referral client's websites excluding shipping, handling and any applicable taxes.

G. Approval

Participation by The Client in (the "Agreement") is subject to review and approval by SSA Inc. Once The Client has been accepted into the Agreement, The Client's continued right to participate is conditioned upon The Client's ongoing compliance with all of the terms and conditions of the Agreement. SSA Inc. will not approve Agreement participation for clients operating sites containing offensive material or involving illegal activity.

H. Non-Solicitation

The Client agrees that The Client will not approach or attempt to establish contact with any of SSA Inc's clients (each such client, individually a "Client" and all such clients, collectively "Clients") directly or indirectly in a manner that would interfere with the successful operation of SSA Inc's business, for the period in which any such Client is participating in an SSA Inc. Online Store Agreement or Joint Business Venture. The Client may contact potential referral clients and is encouraged to do so.

I. Certain Restrictions

The Client will be required to provide SSA Inc. with The Client's website URL from which The Client plans to serve the links provided by SSA Inc., and if The Client posts any SSA Inc. links on a website URL different from those submitted during the approval process, The Client agrees to submit any such new website URL to SSA Inc. for approval and tracking purposes prior to its use.

J. Confidentiality

Each party will maintain in confidence all Confidential Information disclosed by the other party. Confidential Information means the terms of this agreement and technical, marketing, financial, employee, planning, and other confidential or proprietary information. The obligations of the recipient of confidential information under this agreement will never terminate unless such disclosure is required by law or by the order of a court or similar judicial or administrative body.

K. Modifications

We reserve the right to change any of the terms, clauses and conditions in this Agreement in our sole discretion, by posting a new agreement on our website and notifying The Client of its existence by email. The Client's continued use of the links following such notification will indicate acceptance of such revised Agreement terms. Disputes to any changes of the terms and conditions of the agreement must be made in writing within 90 days of The Clients receipt of changes by email notification.

L. Warranty Disclaimer

Due to the nature of internet availability and accessibility, SSA Inc. cannot guarantee that there will be no downtime or interruptions in service or links. All SSA Inc's services, links and any other materials are provided to The Client "AS IS" and without any warranty of any kind. SSA Inc. makes no warranties, expressed or implied and disclaims all warranties, express, implied or statutory, including without limitation any warranties of title, non-infringement, and: (A) Merchantability, client ability or fitness for a particular purpose, (B) That there are no viruses or other harmful components therein, (C) That all security methods employed are sufficient in all circumstances, (D) Regarding accuracy or correctness of any information set forth therein. All information, links, services, programs and any materials provided in the course of the Agreement are provided "AS IS" and the entire risk, as to the satisfactory and accuracy is with The Client. Some states limit the ability to disclaim all warranties, in such states some portions of this warranty disclaimer may not apply to The Client.

M. Limitation of Liability

The client agrees that SSA Inc. will not be held liable to the Client for any indirect, incidental or consequential damages of any kind, nor for any loss of data, downtime, or for any loss of revenue or profits arising with respect to the Agreement. The Client agrees that our aggregate liability arising with respect to the Agreement will in no event exceed $50. Some states restrict the ability to limit liabilities, so this clause may not apply to clients in such states.

N. Indemnification

The Client agrees that it shall, at its own expense, protect, defend, indemnify and hold harmless SSA Inc. against every claim, demand, action, judgment, decree, loss, theft, damage, liability, cost and expense, including any amounts paid in defense or settlement, which may arise from or be incurred in connection with any of the following, except to the extent caused by the negligence or willful misconduct of SSA Inc: (i) any breach by The Client of any term, clause or condition provided in this Agreement. (ii) any violation of any anti-spam law in any state and any infringement or alleged infringement or violation or alleged violation of any right of any third person, or by any third person regarding any patent, copyright, trademark or service mark used in connection with any information supplied by The Client to SSA Inc. The rights and obligations of SSA Inc and The Client under this section survive the termination, cancellation or expiration of this Agreement.

O. Miscellaneous

The Client is an independent contractor and nothing in this Agreement is intended to or will create any form of partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties if a court having competent jurisdiction declares any provision of this Agreement invalid or unenforceable, which is essential to the bargain of the parties and without which this Agreement would not have been entered into by SSA Inc, the remainder of this Agreement will continue in full force and effect. The Client is responsible for maintaining the confidentiality of The Client's Account, Password and for restricting access to The Client Account, Password, or The Client Computer, and The Client agrees to accept responsibility for all activities that occur under The Client Account, Computer and, or Password.

P. Client Websites

Client websites must not violate any of the following restrictions. If SSA Inc. deems at its sole discretion that any Client websites violates any of the following restrictions we may terminate this agreement without notice. Client websites may not (A) violate any law or government regulation. (B) Contain any pornographic, offensive, obscene, deceptive, illegal or defamatory materials. (C) Contain discrimination based upon race, religion, age, gender, disability or sexual orientation.

Q. Client Materials

The Client may provide SSA Inc. with artwork, logos, text and/or designs referred to herein as ("Materials") In the event that any such Client materials are provided to SSA Inc., all such materials shall remain at all times the sole property of The Client. By providing SSA Inc. with such materials The Client grants SSA Inc. a limited licensing agreement to use such materials to promote products for sale on SSA Inc. web sites and such materials may be used by SSA Inc. to promote SSA Inc. services. The Client must have copyrights or legal authority to use all materials that the Client provides to SSA Inc. If any materials provided to SSA Inc. by the Client are discovered to be provided illegally or without the consent of the copyright owner, any such materials will be removed immediately.

R. SSA Inc. Materials

SSA Inc. may create custom artwork, logos text and/or designs referred to herein as ("Materials") such materials are for use on The Client web site during the length of this Agreement.

Any such materials shall remain the sole property of SSA Inc. In the event that any such SSA Inc. Materials are provided to the Client, all of the provided materials, links, data or other creative, graphic, text or html content shall remain at all times the sole property of SSA Inc. In the event of a breach of any provision of this Agreement by The Client, The Client agrees to immediately discontinue use of any SSA Inc. Materials upon notice of such breach to The Client.

S. Governing Law

This Agreement has been executed in, contemplates substantial performance in, and will be governed by the laws of the United States and the State of Washington without reference to its choice of law principles, and for any disputes regarding or concerning this Agreement, and The Client acknowledges and agrees to submit to the sole and exclusive personal jurisdiction of the federal courts located in Spokane County in the State of Washington. If the Client is a domiciliary of a nation other than the United States, the United Nations Convention for the International Sale of Goods shall not apply to this Agreement.

© 2009 Spirit School Apparel Inc. L.L.C. All Rights Reserved