This agreement is made between SmartWin Technology, the provider of this CyberOffice eCommerce Platform  online services ("Provider"), and the organization or person who is signing up to use the services as a vendor to sell merchandise,  or as an affiliate to refer customers to the services in exchange of commissions on subsequently successful sales ("Company").

The agreement binds the parties to the following terms and conditions. Separate agreement can be signed if Company has monthly sales exceeding $1,000, or gets commissions exceeding $100.

1. Term.  This agreement, upon approval by Provider, shall have an initial term of two (2) months. It shall renew automatically for successive one (1) month terms unless terminated by either Party pursuant to the terms of this agreement.
2. Services. Provider agrees to provide an operational eCommerce platform on which Company can sell merchandise to online customers. The system must provide reliable mechanisms to track the sales referred by Company, and to allow Company to manage online sales efficiently. Provider must maintain a maximum daily, 24 hours a day, continuity of the operation. However, system failures that are inevitable or due to factors beyond the control of Provider should not be construed as an excuse for failure or delay in paying any required fees for the services.
3. Operation. Company agrees to use the services strictly according the instructions given by Provider. Company must not reverse engineer, or attempt to gain inappropriate access into the system, or perform any task on the system that is outside the scope of the services, or violates any restrictions on the services. Any violation in this context constitutes a serious breach of the agreement, which may result in immediate termination of services at the sole discretion of Provider.
4. Laws. Company agrees to oblige, at all times, all the commercial and privacy laws, trade practice acts that are relevant to its business operation. No illegal contents shall ever be uploaded to the system. Failure to do so constitutes a serious breach of the agreement, which may result in immediate termination of services at the sole discretion of Provider.
5. Service and Commission Fees.  Current service fees for various account types and commission rates for referrals are posted on our Web site or specified in a further, separate agreement. Provider reserves the right to amend the fee and /or  rate structures at any time. Company shall be notified of any such amendment, and it will take effect starting on the next successive term of agreement provided the starting date is more than fifteen (15) days after the date of such amendment.
6. Payment to Provider. Sales commissions from the current month will be added to the service fees  for the next month. Service fees must be paid to Provider prior to the commencement of the services in this context. Failure to do so within seven (7) days of the scheduled commencement constitutes a serious breach of the agreement, which may result in immediate termination of services at the sole discretion of Provider.
7. Payment to Company. Payment of commission fees to Company will be on a monthly basis. Provider shall pay Company the deemed commission fees collected from sales commission it received from the vendors in the previous month. The payment shall be within the first fifteen (15) days the current month.
8. Termination.  Either party may terminate this agreement, with or without cause, by given written or email notice to the other party. Such termination will be effective on the termination date specified in such notice,which shall not be earlier than fifteen (15) days after the date of such notice, except that if such notice states the other party has breached any of its obligations of this agreement, such termination may, at the option of Provider, be effective immediately upon delivery of such notice, and service fees paid for the remaining period of services is not refundable.
9. Indemnification.  Company shall indemnify and hold harmless Provider and against any and all claims, demands, actions, suits, losses, liabilities, damages, costs and expenses, including without limitation reasonable attorneys' fees, costs and expenses relating to, arising out of or resulting from any breach of this agreement.
10. Limited Liability. The total liability, if any, of Provider, including but not limited to, liability arising out of contract, tort, breach of warranty, claims by third parties or otherwise, shall not in any event exceed the service fee paid by Company for the period during which the liability incurs. Provider shall not be liable for loss of profits, loss or inaccuracy of data, or indirect, special, incidental or consequential damages, even if such party has been advised of the possibility of such damages.
11. Settlement of Disputes. Upon the demand of either party, any dispute shall be resolved by binding arbitration administrated by an organization that the parties shall mutually agree upon, or by a judicial court in the state where Provider is located.