Trading Partners Terms of Service

BY ACTIVATING OR USING OUR SERVICE YOU AGREE TO BE BOUND BY THIS AGREEMENT. Please read these Terms of Service (“Terms” or “Agreement”) carefully as they describe your Service and affect your legal rights. IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT USE OUR SERVICE.

This is your Agreement with Win Exotics LLC, (“Win Exotics LLC,” “we,” or “us”) for advertising your company (the “Service”) on the winexotics.com website (the “Website”). This Agreement begins and becomes effective when you sign or electronically accept the Agreement.

 1. Agreement Governing Use

These Terms govern your use of the Service. Your electronic acceptance of the Agreement or your acceptance by use or activation of the Service is the same as signing the Agreement and you agree that electronic images of the Agreement will be considered originals. You acknowledge that no employee or other agent is authorized to make any representation or warranty (other than as described in the Agreement or our current materials) with respect to the Agreement or Service, or to waive or modify any terms or provisions of the Agreement. Under no circumstances shall this Agreement be construed or interpreted as a joint venture between you and Win Exotics LLC.

2. The Service

Win Exotics LLC, hereby grants you a non-transferable, non-exclusive right to advertise your business on the Website, subject to the conditions and limitations set forth in this Agreement. Advertising on the Website is conducted by leasing advertising spots (“Spots”) from Win Exotics LLC.

Introductory Period

If you agree to the Service during the Introductory Period, you agree to lease two (2) Spots at a cost of five thousand dollars ($5,000) per Spot until the date of the second monthly Sweepstakes, as detailed below. For the purposes of this Agreement, “Introductory Period” means the period in which the Website has less than five hundred thousand (500,000) members.

No payments are required to be made during the Introductory Period. When the Website membership reaches five hundred thousand (500,000), you will be required to pay the first installment of one thousand dollars ($1,000) within seven (7) days of the invoice date. The second installment of one thousand dollars ($1,000) will be made when the Website membership reaches six hundred thousand (600,000), and so on until the Website obtains nine hundred thousand (900,000) members. Upon obtaining one million (1,000,000) members, the Website will hold a monthly sweepstakes (the “Sweepstakes.”) For more information on the Sweepstakes, please review the Terms and Conditions available at www.WinExotics.com. Following the first monthly Sweepstakes an invoice will be issued for the remaining five thousand dollars ($5,000). Payment must be made in full within seven days (7) of the date of the invoice.

Unless other arrangements are made, i.e. you agree to a Twelve Month Contract, the Service will expire upon the second monthly Sweepstakes and your two advertisements will be removed from the Spots on the Website.

Twelve Month Contract:

If you agree to the Service on a Twelve Month Contract, you will receive one (1) Spot on the Website for twelve consecutive months at a rate of five thousand dollars ($5,000) a month, minus a ten percent (10%) discount for each month. For the purposes of this Agreement, “Twelve Month Contract” means a period of twelve consecutive months after the Website has obtained one million (1,000,000) members.

The payment terms for a Twelve Month Contract are as follows: Two (2) monthly payments must be made in advance of entering the Twelve Month Contract. The ten (10) final payments will be due on the first of each month, paid one month in advance. Each payment must be fully completed within seven (7) days of the invoice date.

Regular Contract

The Regular Contract to lease one (1) Spot is five thousand dollars ($5,000) per month, for a minimum of two (2) months. Payment of the first five thousand dollars ($5,000) is due within seven (7) days of entering the Regular Contract. The second five thousand dollars ($5,000) is due within fifteen (15) days of entering the contract. Any subsequent monthly payments are due within seven (7) days of the start of each month.

All membership database milestones will be independently audited to record regular membership enrolment incremental growth points, to ensure total accuracy. If the Website fails to generate one million (1,000,000) members, any fees paid for the Service as detailed within this Section will be returned to you. All other fees detailed within this Agreement, such as charges incurred for late payments, will be retained by Win Exotics LLC. There is no time cap on achieving one million members, if however this is not achieved within four (4) years, we will review the Service and you will be notified.

3. Penalties; Cancellation of Service

This Agreement applies for all Services you receive until you or we terminate the Agreement, as identified in the Terms herein and this Section. You agree to pay in full all fees for Service as stated in Section 2 of these Terms. Should payment not be received within seven (7) days of invoice date, penalties will be incurred and your Spot will be immediately removed without notice from the Website. Costs incurred to remove and then reinstate a Spot consist of i) a flat fee of nine hundred and fifty dollar ($950) and ii) a daily charge of two percent (2%) of the outstanding invoice amount.

We may cancel your Service for any reason upon 30 days notice (except if you breach this Agreement we may cancel your Service immediately without prior notice). You may cancel your Service for any reason by providing 30 days written notice to us, which notice may be given at any time prior to the next scheduled payment, provided that in any event the cancellation shall be effective at the end of the calendar month during which the thirty-day (30) notice period runs. Any credits issued, if applicable, by Win Exotics LLC, for whatever reason, will not be refunded by check or to your credit card, but will, instead, be deducted from the next invoice.

We have agreed that you may pay for charges with a credit or debit card ('Card').
We will charge the Card when fees become due, and for all amounts or other obligations incurred before cancellation or termination. You also authorize us to charge your Card at or after cancellation or termination to pay what you owe at or after cancellation or termination. If you have not authorized charges to be made to a Card or if for any reason your Card issuer does not pay us, you must pay us on or before the due date, or we may suspend or cancel your Service without prior notice.

4. Changes to the Agreement/ Fee/ Sweepstakes

We may change or increase the frequency of Sweepstakes held on the Website as well as the fees for your Service at any time. However, if we: (a) change or increase the frequency of Sweepstakes held on the Website, (b) change or increase the fees for your Service, or (c) we modify a material term of our Agreement with you and the modification would be materially adverse to you, we will notify you of the increase or modification as provided herein and you may cancel the affected Service without paying the cancellation or other fee (which is your only remedy) by following the cancellation instructions in these Terms. If you do not cancel the Service by following the instructions in these Terms, then you agree to the increase or modification, even if you paid for Service in advance. If the notice does not say how long you have to cancel, then it is assumed that increase or modification will occur within 14 days after the date of the notice.

5. Use of Service

You may not resell or attempt to resell any aspect of the Service, whether for profit or otherwise. Your right to use the Service is non-transferable. If we suspect violations of any of these Terms we may: (a) begin legal action, (b) immediately, without prior notice, suspend or terminate the Agreement and the Service, (c) suspend or terminate any other Win Exotics LLC, agreements between us and you and the service provided under those agreements, and (d) cooperate with law enforcement in legal proceedings against violators. You also agree to cooperate with us in investigating suspected violations. Additionally, Win Exotics LLC, does not regularly monitor all Spots on the Website, but reserves the right to delete, move, or edit Spots it deems in its discretion are unacceptable.

As part of the Service you may receive Personal Information for business operation, transaction processing and marketing purposes. Personal Information is described in our Privacy Policy www.WinExotics.com - PRIVACY POLICY, which you are required to review on a regular basis. You agree to use reasonable care to keep all Personal Information confidential.

6. Security and Passwords

To use the Service, you will be required to submit a unique user name and password. It is your responsibility to keep your user name and password secure and confidential. A corporation, partnership, or other legal entity may allow its employees to use its password(s) and user name(s), however, it is held accountable and responsible for all employee activity and charges made by its employees. Our commitment to protecting your privacy is explained in our Privacy Policy available at www.WinExotics.com. You are required to review our Privacy Policy on a regular basis. Under no circumstances shall you allow or permit any other person or third party, including without limitation third party service providers, to use or re-use your user name and password for access to or use of the Service. Any person found to have violated this section may be reported to the relevant authorities for criminal prosecution. We also reserve the right to institute civil proceedings against you and/or the offending third party(ies) for violation of the terms of this section and all damages related thereto.

7. Your Material; Grant of Copyright and Trademark License

In your use of the Service, you will be required to submit advertisements and materials related thereto for your business. You hereby license to Win Exotics LLC, the right to reproduce, display, modify, create a derivative work, and distribute any advertisements submitted by you that is subject to state and federal copyright, trademark, patent, and rights of publicity laws. You warrant that you hold all rights, title, and interest in all advertisements submitted by you to Win Exotics LLC, while using the Service. All content on Website is the property of Win Exotics LLC. Win Exotics LLC, retains all rights to any information and material submitted (for purposes of modification, commercial and archival use only).

All advertisement design and production costs are your responsibility. All advertisements must comply to Win Exotics LLC, artwork guidelines. Artwork guidelines are available on request by contacting us at sponsorshipsupport@WinExotics.com or:

Win Exotics LLC

2831 St Rose Pkwy, Suite 271

Henderson, Nevada 89052 - 4841

If Win Exotics LLC, is required to modify any advertisements to comply with our artwork guidelines, you will be charged for this service at a rate of
$250.00 per hour.

8. Default; Termination

You will be in default under this Agreement if you: (a) do not pay any sum when due, (b) breach the Agreement or any other agreement between you and us, (c) become the subject of any proceeding under the Bankruptcy Code, (d) become insolvent, (e) provide false information of any kind to Win Exotics LLC, (f) supply information to Win Exotics LLC, that cannot be verified, (g) act in any manner that we believe would or could cause liability for Win Exotics LLC, or (h) violate, in any manner, the intellectual property rights of Win Exotics LLC, or any other user or third party. In all cases, you are responsible for payment of all charges and fees due to us under the Agreement (including any charges after a Bankruptcy filing), which charges will be immediately due and payable. If you are in default, we may cancel your Service and terminate the Agreement and any other agreements between us and you and the services provided under those agreements without prior notice. We may also, at our discretion, suspend or deny you access to Website for breach of this Agreement in lieu of termination. If we renew Service to you after discontinuing Service, you may be subject to a credit check and agree to pay reactivation charges or applicable deposits. Our remedies under the Agreement are not exclusive but are in addition to all other remedies provided by law.

9. Mandatory Arbitration; Dispute Resolution

YOU WILL FIRST NEGOTIATE WITH US IN GOOD FAITH TO SETTLE ANY CLAIM OR DISPUTE BETWEEN YOU AND US IN ANY WAY RELATED TO OR CONCERNING THE AGREEMENT, OR OUR PROVISION TO YOU OF SERVICES (“CLAIM”). YOU MUST SEND A WRITTEN DESCRIPTION OF YOUR CLAIM TO OUR REGISTERED AGENT:

L and R Service Company of Nevada,

3993 Howard Hughes Parkway, Suite 600

Las Vegas, Nevada 89169.

IF YOU DO NOT REACH AN AGREEMENT WITH US WITHIN 30 DAYS, INSTEAD OF SUING IN COURT, YOU AGREE THAT ANY CLAIM MUST BE SUBMITTED TO FINAL, BINDING ARBITRATION WITH THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) UNDER ITS PUBLISHED WIRELESS INDUSTRY ARBITRATION RULES, WHICH ARE A PART OF THE AGREEMENT BY THIS REFERENCE AND ARE AVAILABLE BY CALLING THE AAA AT 1-800-778-7879 OR VISITING ITS WEB SERVICE AT www.adr.org. You must serve our registered agent with a notice of an arbitration in order to begin an arbitration. This agreement to arbitrate extends to claims that you assert against other parties, including, without limit, online auctioneers and dealers, if you also assert claims against us in the same proceeding. The Agreement involves interstate commerce and despite the choice of law provision provided herein, the Federal Arbitration Act and federal arbitration law govern arbitrations under the Agreement. An arbitrator may only award as much relief as a court having jurisdiction in the place of arbitration, limited to the same extent that a court would limit such relief and consistent with the provisions of the Agreement. An arbitrator may order injunctive or declaratory relief (so long as that injunctive or declaratory relief does not apply beyond your dealings with us) or summary judgment under applicable law. AAA has a fee schedule for arbitrations. You will pay your share of the arbitrator's fees. You and we agree to pay our own other fees, costs, and expenses including those for counsel, experts, and witnesses.

Neither you nor we may be a representative of other potential claimants or a class of potential claimants in any dispute, nor may two or more individuals’ disputes be consolidated or otherwise determined in one proceeding. While the prohibition on consolidated or classwide proceedings in this Section will continue to apply: (a) you may take Claims to a small claims court, if they qualify for hearing by such court and (b) if you fail to timely pay amounts due, we may assign your account for collection and the collection agency may pursue such claims in court limited strictly to the collection of the past due debt and any interest or cost of collection permitted by law or the Agreement. YOU AND WE ACKNOWLEDGE AND AGREE THAT THIS SECTION WAIVES ANY RIGHT TO A JURY TRIAL OR PARTICIPATION AS A PLAINTIFF OR AS A CLASS MEMBER IN A CLASS ACTION. IF A COURT OR ARBITRATOR DETERMINES THAT YOUR WAIVER OF YOUR ABILITY TO PURSUE CLASS OR REPRESENTATIVE CLAIMS IS UNENFORCEABLE, THE ARBITRATION AGREEMENT WILL NOT APPLY AND OUR DISPUTE WILL BE RESOLVED BY A COURT OF APPROPRIATE JURISDICTION, OTHER THAN A SMALL CLAIMS COURT. SHOULD ANY OTHER PROVISION OF THIS ARBITRATION AGREEMENT BE DEEMED UNENFORCEABLE, THAT PROVISION SHALL BE REMOVED, AND THE AGREEMENT SHALL OTHERWISE REMAIN BINDING.

10. Indemnity

You will indemnify and hold Win Exotics LLC, its subsidiaries, affiliates, licensors, content providers, service providers, employees, agents, officers, directors, and contractors (the “Indemnified Parties”) harmless from any breach of these Terms by you. You agree that the Indemnified Parties will have no liability in connection with any such breach or unauthorized use, and you agree to indemnify any and all resulting loss, damages, judgments, awards, costs, expenses, and attorneys’ fees of the Indemnified Parties in connection therewith. You will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of your use of the information accessed from this Service. EVEN IF WinExotics LLC, HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES, THE INDEMNIFIED PARTIES WILL NOT BE LIABLE TO YOU OR ANY OF YOUR EMPLOYEES, AGENTS, CUSTOMERS, OR ANY THIRD PARTIES FOR ANY DAMAGES ARISING FROM USE OF THE SERVICE, INCLUDING WITHOUT LIMITATION: PUNITIVE, EXEMPLARY, INCIDENTAL, TREBLE, SPECIAL, OR CONSEQUENTIAL DAMAGES; LOSS OF PRIVACY OR SECURITY DAMAGES; PERSONAL INJURY OR PROPERTY DAMAGES; COPYRIGHT, TRADEMARK, PATENT, TRADE SECRET, OR OTHER INTELLECTUAL PROPERTY DAMAGES; OR ANY DAMAGES WHATSOEVER RESULTING FROM INTERRUPTION OR FAILURE OF SERVICE, LOST PROFITS, LOSS OF BUSINESS, LOSS OF DATA, LOSS DUE TO UNAUTHORIZED ACCESS OR DUE TO VIRUSES OR OTHER HARMFUL COMPONENTS, SUSPENSION, TERMINATION, OR THE INABILITY TO USE THE SERVICE OR PRODUCT, THE CONTENT OF ANY DATA TRANSMISSION, COMMUNICATION, OR MESSAGE TRANSMITTED TO OR RECEIVED BY YOU (WHETHER READ OR UNREAD, SOLICITED OR UNSOLICITED), OR LOSSES RESULTING FROM ANY SERVICE PURCHASED, MESSAGES RECEIVED, OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICE. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR OTHER MODIFICATIONS OF OR LIMITATIONS TO CERTAIN REMEDIES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU, IN WHOLE OR IN PART.

THE MAXIMUM AGGREGATE LIABILITY OF INDEMNIFIED PARTIES TO YOU, AND THE EXCLUSIVE REMEDY AVAILABLE IN CONNECTION WITH THE AGREEMENT FOR ANY AND ALL DAMAGES, INJURY, LOSSES ARISING FROM ANY AND ALL CLAIMS AND/OR CAUSES OF ACTION RELATED TO THE SERVICE, SHALL BE A REFUND OR REBATE OF THE PRORATED MONTHLY OR OTHER CHARGES YOU PAID OR OWE US FOR THE APPLICABLE SERVICE. THE EXISTENCE OF MULTIPLE CLAIMS OR SUITS UNDER OR RELATED TO THIS AGREEMENT WILL NOT ENLARGE OR EXTEND THE LIMITATION OF MONEY DAMAGES.

11. Cooperation with Law Enforcement

Win Exotics LLC, reserves the right to fully cooperate with any law enforcement authorities pursuant to state or federal law, including, but not limited to, any obligations we may have under the Patriot Act, or court order requesting or directing
Win Exotics LLC, to disclose the identity of anyone posting any information, or publishing or otherwise making available any materials that are believed to violate this Agreement. BY ACCEPTING THIS AGREEMENT YOU WAIVE AND HOLD HARMLESS WinExotics LLC, FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY WinExotics LLC, DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER WinExotics LLC, OR LAW ENFORCEMENT AUTHORITIES.

12. Assignment

We may assign all or part of our rights or duties under the Agreement without such assignment being considered a change to the Agreement, and without notice to you. We are then released from all liability. You may not, however, assign this Agreement. Subject to these restrictions, this Agreement will bind the heirs, successors, subcontractors, and assigns of the respective parties, who will receive its benefits.

13. Notices

We may send you written notice, either via U.S mail or electronically, to the contact information you have provided to us at the time you register for our Service. You are solely responsible for keeping all of your contact information current, complete, and accurate.
Written notice to us shall be considered given, when received and acknowledged by return by us at;
email address: sponsorshipsupport@WinExotics.com
 
or

Win Exotics LLC

2831 St Rose Pkwy, Suite 271

Henderson, Nevada 89052 - 4841

14. Severability

All terms and conditions of these Terms are independent of each other. If any provision of these Terms is held to be inapplicable or unenforceable, then (a) that term or provision shall be construed, as nearly as possible, to reflect the intentions of the parties with the other terms or provisions remaining in full force and effect, (b) the Terms will not fail their essential purpose, and (c) the balance of the Terms remain unaffected and in full force and effect, unless our obligations are materially impaired, in which event we have the right to terminate the Agreement.

 15. Applicable Law

By using our Service, even if accessed from a location outside the United States, you agree that the laws of the State of Nevada, without regard to conflict of law principles, will govern these Terms, and any dispute of any sort that might arise between you and Win Exotics LLC, and its officers, directors, partners, affiliates, subsidiaries, employees, agents, or suppliers. By using our Services, you agree to submit to the exclusive jurisdiction of the state and federal courts located in the city of Las Vegas, State of Nevada, for all disputes and issues regarding your use of our Services and your compliance with these Terms.

16. Entire Agreement

This Agreement represents the final and entire agreement between you and us regarding the Service. Except as otherwise stated, no change to the Agreement will be valid unless we accept it in writing. If we do not enforce our rights under any of the provisions of the Agreement, it does not waive or reduce our right to require strict compliance in the future.

17. Signing Authority; Authorized User

You represent that you may legally enter into this Agreement, have received a copy of the Agreement and have read and clearly understand its terms. If you are activating the Service on behalf of a corporation or other entity, you represent that you have full authority to bind that entity and if not agree to accept personal liability for the account. You are responsible for all charges incurred by any person you authorize to access your account, or allow to use the Service.

For further explanation of any portion of this document, and the Terms set herein, or to determine whether your intended activities are permissible under the terms of this document, contact us at sponsorshipsupport@WinExotics.com or write us at:

Win Exotics LLC

2831 St Rose Pkwy, Suite 271

Henderson, Nevada 89052 - 4841

DATE LAST MODIFIED: August 1st, 2010