PARALLELS BUSINESS AUTOMATION PLUG-IN CERTIFICATION AND LINKING AGREEMENT

This Certification Agreement ("Agreement") is made and entered into by and between the following Parties: Parallels Holdings Ltd. ("Parallels") and _______________ (the "Supplier").

Whereas, Parallels owns the rights to HSPComplete software; and

Whereas, the Supplier has developed a plug-in or a module to the Parallels Business Automation ("Module") and wishes to submit such Module for certification by Parallels, and make such certified Module ("Certified Module") available for downloads for other Parallels Business Automation users; and

WHEREAS, after such certification Parallels may establish a link to the Certified Module from its website; and

Now therefore, in consideration of the mutual rights and obligations of the Parties set forth below, the Parties agree as follows:

1. 1. Registration

   • The Supplier must complete a web-based registration form set forth, thoroughly defining the Module to be certified. The Supplier hereby warrants that Supplier owns the Module and all underlying code comprising the Module.
   • Supplier shall submit its Module in source codeto Parallels along with its registration form. Parallels will review all certification-related information provided by the Supplier. In addition to the certification-related information provided as part of the registration process, the Supplier undertakes to answer all reasonable additional questions Parallels may raise during the process of testing and certification of the Module.
   • To complete the submission, the Supplier must formally accept terms of this Agreement, by clicking on the "I accept" button below.

2. 2. License and Warranties

   • Supplier hereby grants Parallels a non-exclusive, paid-up, perpetual, world-wide license to use the Module in order to certify that it meets the then current Parallels’s certification standard.
   • Nothing shall restrict the right of Parallels to independently design, develop, acquire, market, service or otherwise deal in, directly or indirectly, products or services competitive with those of the Supplier and develop its own plug-in or modules which may have the same functionality and features as the Certified Module of the Supplier and include such modules in HSPComplete. Parallels may use Residuals (as defined herein) for any purpose, including without limitation, use in design, development, manufacture, promotion, sale and maintenance of its products and services; provided that this right to use Residuals does not represent a license under any patents, copyrights or other intellectual property rights of the Supplier. The term "Residuals" means any information retained in the unaided memories of a party’s employees who have had access to the other party’s proprietary information. A party’s employee’s memory is unaided if a party’s employee has not intentionally memorized any confidential or proprietary information for the purpose of retaining and subsequently using or disclosing it.
   • Supplier represents, warrants and covenants: (a) that it has rights, titles, licenses, permissions and approvals necessary to perform its obligations under this Agreement and to grant Parallels the rights granted hereunder; and (b) that the Certified Modules and their use for certification by Parallels does not and will not infringe, violate or in any manner contravene or breach any patent, trademark, copyright, license or other property or proprietary right or constitute the unauthorized use or misappropriation of a trade secret of any third party.
   • Supplier represents, warrants and covenants that the Certified Modules and the Supplier’s Links and Landing Pages shall not contain any computer code: (a) designed to disrupt, disable, harm, or otherwise impede in any manner, including aesthetical disruptions or distortions, the operation of the Certified Modules, or any other associated software, firmware, hardware, computer system or network (sometimes referred to as "viruses" or "worms"); (b) that would disable the Certified Modules or impair in any way its operation based on the elapsing of a period of time, the exceeding of an authorized number of copies, or the advancement to a particular date or other numeral (sometimes referred to as "time bombs", "time locks", or "drop dead" devices); or (c) that would permit Supplier to access the Certified Modules to cause such disablement or impairment (sometimes referred to as "traps", "access codes" or "trap door" devices), or any other similar harmful, malicious or hidden procedures, routines or mechanisms that would cause such programs to cease functioning or to damage or corrupt data, storage media, programs, equipment or communications, or otherwise interfere with operations.
   • Supplier shall promptly advise Parallels of the development of any revision, upgrade, enhancement or modification to the Certified Modules by Supplier, including without limitation, modifications necessary to allow the Certified Modules to work in connection with revisions to the respective operating system (collectively and individually, "Upgrade"), and to provide such Upgrade to Parallels for certification under this Agreement. Until any such Upgrade is certified by Parallels, it shall not be used as part of already Certified Module.

3. 3. Establishing a Link from Parallels Website

   After Parallels certifies the Modules it may in its sole discretion establish a link to the Certified Module from its website to enable end-users of HSPCompete software download such Certified Module for their use in connection with their use of the HSPComplete software. Once a link from Parallels has been established, Supplier has the responsibility to notify Parallels prior to any changes being made to the direct page being linked to on Supplier’s website.

   Supplier’s landing page should contain the following information:

   Module Name

   Module Description

   Version No.

   Module Type (Payment, Domain, etc)

   If Payment module:

   supported transaction types

   supported payment methods

   supported currencies

   If Domain module:

   Types of domain operations

   HSPc Versions Supported

   Last Updated

   How to Download / How to Buy

   Support Contact

4. 4. Liability and Indemnity

   • 4.1 Liability

     PARALLELS ON ITS OWN BEHALF AND ON BEHALF OF ITS OFFICERS, EMPLOYEES AND AGENTS HEREBY EXCLUDES ALL LIABILITY, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OR NON-USE BY ANY PERSON OF ANY CERTIFIED MODULE OR LINK PROVIDED BY PARALLELS TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. IN NO EVENT SHALL PARALLELS BE LIABLE FOR ANY INDIRECT OR CONSEQUENTIAL LOSSES (INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS, CONTRACTS, PRODUCTION OR USE).

     Supplier understands and agrees that the Certified Module will be delivered to Parallels through an attachment to the Supplier’s submission form and such delivery shall not be a secure transaction. Parallels shall not be liable for any damages that may occur because of such method of delivery.

   • 4.2 Indemnity

     • Supplier agrees to defend and/or handle at its own expense, any claim or action against Parallels for actual or alleged infringement of any intellectual or industrial property right, including without limitation, trademarks, service marks, patents, copyrights, misappropriation of trade secrets or any similar property rights, based upon any Certified Module, any portion thereof and/or Parallels’s use thereof. Supplier further agrees to indemnify and hold Parallels harmless from and against any and all liabilities, costs, losses, damages and expenses (including reasonable attorney’s fees) associated with such claim or action. Parallels shall promptly notify Supplier of any such claim or action. Parallels shall reasonably cooperate with Supplier in the defense of such claim or action at Supplier’s expense.
     • Supplier shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise. Notwithstanding the foregoing, in the event that Supplier shall fail to appoint an attorney within ten (10) calendar days after Parallels has notified Supplier of any such claim, or the attorney appointed by Supplier is in Parallels’s reasonable judgment not suitably qualified to represent Parallels, Parallels shall have the right to select and appoint an alternative attorney and the reasonable cost and expense thereof shall be paid by Supplier.
     • If a Certified Module becomes or in Supplier’s reasonable opinion is likely to become the subject of any such claim or action, then Supplier shall either: (a) procure for Parallels the right to continue using the Certified Module as contemplated hereunder; (b) modify the Certified Module to render same non-infringing (provided such modification does not adversely affect Parallels’s use as reasonably determined by Parallels); or (c) replace same with an equally suitable, functionally equivalent, compatible non-infringing Certified Module or remove such Certified Module.
     • No provision of this clause shall apply in any circumstances or in respect of any liability or class of liability to the extent that it may not apply in accordance with applicable law. In the event of such a provision being held to be inapplicable or invalid the Parties will make such amendments to this Agreement by the addition or deletion of wording, or otherwise, so as to remove the inapplicable or invalid part of the provision but otherwise retain the provision to the extent permissible under applicable law.

5. 5. General

   • 5.1 Entire Agreement

     This Agreement including any documents referred to therein (as amended from time to time) together with all other forms relating to this Agreement submitted and accepted by both Parties constitutes the entire agreement and supersedes all prior oral or written agreements, understandings, or arrangements between the Parties relating to such subject matter. Neither Party shall be entitled to rely on any agreement, understanding, arrangement, or representation relating to the subject matter of this Agreement which is not expressly contained in this Agreement and no change may be made to this Agreement except in writing and signed by duly authorized representatives of both Parties.

   • 5.2 Waiver of Rights under this Agreement

     No failure or delay on the part of either of the Parties to exercise any right or remedy under this Agreement shall be construed or operate as a waiver thereof nor shall any single or partial exercise of any right or remedy preclude the further exercise of such right or remedy as the case may be.

   • 5.3 Notices

     Any notice or other document to be given under this Agreement shall be in writing in the English language and, shall be deemed to have been duly given if sent by electronic mail or by facsimile (subsequently confirmed by post) to a party at the specified address for that party. The specified address for Parallels is the address set out above, and the specified address for the Supplier is the address provided on the Registration Form, as entered into the web-based certification system. Notices shall be deemed to have been received by the addressee within within 24 hours if sent by electronic mail or facsimile to the addressee’s correct address.

   • 5.4 Interpretation

     The headings in this Agreement are inserted only for convenience and shall not affect its construction. Where appropriate words denoting the singular only shall include the plural and vice versa.

   • 5.5 Term and Termination

     This Agreement comes into effect at the date of acceptance by the Supplier and will expire only if explicitly terminated by Parallels or Supplier:

     1. At any time upon 15 days written notice by either Party to the other; or
     2. If a period of 30 days has elapsed from one Party notifying the other Party of a breach of this Agreement, and such a breach has not been rectified to the satisfaction of the other Party.

   • 5.5 Governing Law

     This Agreement shall be governed by the laws of Commonwealth of Virginia and the Parties hereby submit to the non-exclusive jurisdiction of the courts located in the Fairfax county of the Commonwealth of Virginia.

6. 6. Execution

   By clicking on the "I accept" button below, the Supplier:

   1. Hereby acknowledges reading and understanding of this agreement;
   2. Agrees to be bound by the terms of this Certification and Linking Agreement;

   3. Warrants that NO MATERIAL CHANGES have been made to this Agreement since it was made available to the Supplier by Parallels in an electronic format;

   and by clicking on the "SUBMIT" button, the Supplier agrees that all these obligations, and those described in the Indemnity clauses of this Agreement shall survive the termination of this Agreement.