Swedish Kids E-Sales Consultant Program

TERMS & CONDITIONS

Overview.

World Wide Access USA, Inc., a Delaware corporation, (”Company”), operates the

swedishkids.com website. As part of its website, Company offers the Swedish Kids ESales

Consultant Program (”Program”), through which approved E-Sales Consultants

providing marketing services through owned or third party websites, subscription

services, promotional services, and/or syndicated services are granted a limited, nonexclusive

right to: (i) advertise and promote Company’s goods and the website in a

manner in compliance with this Agreement or circulate an approved promo code, an

approved graphical or textual internet hyper-link (“Link”) to the website, and (iii) direct

visitors to the website (the specific URL) designated by the Company (“Destination

Site”).

E-Sales Consultants are offered the opportunity to earn a commission for referring

visitors to the Destination Site who complete a Transaction required under the Program.

The commission rate will be set forth within the Program Terms and may be changed

from time to time by Company with 7 days written notice to the E-Sales Consultants with

effect from the 8th day (or such later date as specified by Company). Payment of

commissions earned by E-Sales Consultant for valid Transactions shall be made by

Company through PayPal. E-Sales Consultants must have a PayPal account set up to be

able to receive payments. No long-term commitment is required.

Approval.

Participation in the Program is subject to Company’s approval. Prospective E-Sales

Consultants must first submit an application to Company in order to become an

“approved” E-Sales Consultant eligible to circulate approved promo codes, post Links to

the Destination Site and earn commissions. After the application has been submitted,

Company will have the option of approving or declining the application for any reason or

no reason.

If approved, the E-Sales Consultant will have already acknowledged its acceptance of

these Terms and Conditions by having clicked through the “Apply” button, having

checked the box stating “Yes, I have read and accepted” the terms and conditions and

having clicked the button to “Accept”, thereby assenting to the Terms and Conditions of

the Program between Company and E-Sales Consultant (also referred to as this

“Agreement”). This Agreement shall apply only to approved E-Sales Consultants who

accept the Terms and Conditions of the Program and only E-Sales Consultants who

accept this Agreement may participate in the Program.

Other than the payment of the commission, E-Sales Consultant shall have no claims to

any additional compensation, commissions or business derived by or through a

Destination Site.

Participation in Program does not constitute an employment, broker or agency

relationship between E-Sales Consultant and Company nor does it create any partnership,

joint venture, franchise, or sales representative relationship between the parties.

E-Sales Consultant agrees that Company may share E-Sales Consultant’s contact

information provided by E-Sales Consultant during registration. This information

includes, but is not limited to, E-Sales Consultant’s name, address, phone number and

email. Company will take reasonable steps to maintain the confidentiality of such

information.

Restrictions.

E-Sales Consultant may post any number of Links to the Destination Site on E-Sales

Consultant’s website. The position, location, prominence and nature of such Link on ESales

Consultant’s website shall comply with any requirements specified in this

Agreement, but shall otherwise be at E-Sales Consultant’s discretion.

E-Sales Consultant shall not make any representation, warranty or other statement

concerning Company, the Destination Site, Company’s products or Company’s services,

except as expressly authorized by this Agreement.

E-Sales Consultant shall not advertise or promote advertisements that are misleading

and/or which claim inflated discounts, in Company’s sole discretion. E-Sales Consultant

may only advertise or promote advertisements which state the actual discount that a

visitor may derive by using an approved promo code or clicking on a Link. E-Sales

Consultant shall not advertise Company’s products by taking into account a coupon price

without prominently noting that a coupon is being applied to achieve a lower product

price. For example, if Company has a product for sale at the Destination Site for $100,

but there is an active Company 10% off coupon for such product, E-Sales Consultant

may only advertise the product for $90 by stating in the advertisement that the $90 price

is only available when the coupon is applied – i.e., “get this [product] when you use this

10% off coupon.”

E-Sales Consultant shall not send any email or other form of electronic message or

advertisement containing Company’s name, product, website address, metatag or any

other type of identifier to any recipient unless the recipient has directly consented to

receive such communication from E-Sales Consultant or unless E-Sales Consultant has a

pre-existing business relationship with the recipient. In addition, E-Sales Consultant shall

provide all recipients of any such communication with the ability to “opt out” of further

communications from E-Sales Consultant by permitting such recipient to call a toll free

number or permitting such recipient to send an “unsubscribe” email to E-Sales

Consultant. E-Sales Consultant agrees that Company may, upon reasonable prior written

notice, audit E-Sales Consultant to ensure compliance with this section.

In the process of performing the advertising services herein, E-Sales Consultant shall not

install or cause to be installed spyware on any person’s computer. In the process of

performing the advertising services herein, E-Sales Consultant shall not install or cause

any program, device or mechanism to display an advertisement that partially or wholly

covers or obscures the content of any website.

E-Sales Consultant shall not use “swedishkids.com” or any variation thereof as the

domain name or URL in any search engine or like marketing campaign without

Company’s prior written consent.

E-Sales Consultant shall not bid on any word, keyword or term in Pay-Per-Click Search

Engines (PPCSEs) that contains Company’s registered or unregistered trademark; any

word, keyword or term which is a variation of such registered or unregistered trademark;

or any other word, keyword or term that is likely to cause confusion regarding E-Sales

Consultant’s affiliation with Company. Examples of prohibited words, keywords and

terms include, but are not limited to the following: swedishkids.com; swedishkids

website; swedish kids; u+baby, uplusbaby. The foregoing list is for guideline purposes

only and is not a complete list of words, keywords or terms which infringe or may

infringe on Company’s trademarks.

Consultant shall not bid on any of Company’s competitors’ trademark terms in

conjunction with the Program.

E-Sales Consultant shall not use any “fat-finger” or “typosquatter” domain name to

redirect Internet traffic to E-Sales Consultant’s website or the Destination Site without

Company’s prior written approval. A fat-finger or typosquatter domain name is a domain

name that amounts to a misspelling of any registered or unregistered Company

trademark.

E-Sales Consultant shall not employ the use of any manual or automated software,

device, application, robot or any other technology which attempts to intercept or redirect

traffic or referrals to or from any website without the prior written consent of Company.

E-Sales Consultant shall not “frame” the Destination Site so that it appears to viewers of

E-Sales Consultant’s website that such viewer is viewing the Destination Site. E-Sales

Consultant shall not do anything to its website or any website it controls that makes such

website appear as though it is the Destination Site.

E-Sales Consultant shall not employ the use of any software, device, application, robot or

technology which forces E-Sales Consultant’s URL into a visitor’s bookmark when such

visitor attempts to bookmark the Destination Site.

E-Sales Consultant shall not represent to visitors that Company’s products may be

purchased by or from E-Sales Consultant or through E-Sales Consultant’s website. ESales

Consultant shall not sell Company’s products. E-Sales Consultant shall not accept

any order from a visitor, purchase the product ordered by the visitor from Company and

direct Company to fulfill or drop-ship such product directly to the visitor. Company shall

have the sole right and responsibility for processing all orders made by visitors. E-Sales

Consultant acknowledges that all agreements relating to sales to visitors shall be

exclusively between Company and the visitor.

E-Sales Consultant shall use the product images, text, copy and descriptions as provided

by Company without material alteration. E-Sales Consultant may alter the size of product

images, text, copy and descriptions.

E-Sales Consultant shall not redistribute Company’s product feeds or intellectual

property to a website which can reasonably be viewed as Company’s direct competitors.

E-Sales Consultant shall not re-sell Company’s services, as described in this Agreement,

to other parties. E-Sales Consultant shall not act as an intermediary seller of access to

Company’s services, as described in this Agreement. E-Sales Consultant agrees to refer

all inquiries from third parties about participation in the Program directly to Company.

E-Sales Consultant shall not issue any press release which mentions or discusses

Company except upon prior written consent of Company.

E-Sales Consultant shall not use Company’s product images, text, copy, descriptions,

trade names, trademarks, service marks, logos or other designations of Company on any

website other than E-Sales Consultant’s registered website, without the prior written

consent of Company.

If you are a resident of New York, North Carolina or Rhode Island you will not be

eligible to participate in the Program or otherwise earn referral fees. If, at any time

following your enrollment in the Program you become a resident of New York, North

Carolina or Rhode Island, you will become ineligible to participate in the Program and

you must notify us in writing, which you may do via the following e-mailaddress:

info@swedishkids.com

date you establish residency in New York, North Carolina or Rhode Island.

E-Sales Consultant shall not take any action the Company reasonably determines in its

sole discretion is inconsistent with its policies, practice, business, marketing and

preferences. E-Sales Consultant shall comply with all of Company’s reasonable requests.

Commission.

Subject to E-Sales Consultant’s compliance with all terms set forth in this Agreement, ESales

Consultant shall earn a commission as set forth in the Program Terms if a visitor

completes a Transaction on the Destination Site using one of E-Sales Consultant’s promo

codes or after having last arrived at the Destination Site via E-Sales Consultant’s Link. A

“Transaction” is defined as a visitor having purchased a Commissionable Item. A

Commissionable Item is any product or service on the Destination Site except products or

services redeemed by gift cards or coupons.

Company reserves the right to correct or reverse any amount owed to E-Sales Consultant

if, in Company’s reasonable judgment, (i) E-Sales Consultant has acted in a fraudulent

manner; (ii) Company has overpaid E-Sales Consultant; or (iii) E-Sales Consultant is

obliged to indemnify Company for actual or anticipated losses.

Term and Termination.

The term of this Agreement shall be continuous, unless and until either party properly

terminates this Agreement, in accordance with the following: (i) Company shall provide

E-Sales Consultant with seven (7) days written notice per e-mail.

Upon any termination of this Agreement, Company and E-Sales Consultant will be

released from all obligations and liabilities to the other party occurring or arising after the

date of such termination or the transactions contemplated hereby, except with respect to

those obligations which by their nature are designed to survive termination as provided

herein; provided that no such termination will relieve E-Sales Consultant from any

liability arising from any breach of this Agreement occurring prior to termination.

Upon termination of this Agreement, (i) Company’s acceptance of additional referrals

obtained through E-Sales Consultant shall not constitute a continuation or renewal of this

Agreement or a waiver of such termination, (ii) E-Sales Consultant shall be entitled only

to those unpaid commissions, if valid, earned by E-Sales Consultant on or prior to the

date of termination; (iii) E-Sales Consultant shall in no event be entitled to commissions

with respect to any amount of referrals delivered after the date of termination; (iv) all

rights and licensees of E-Sales Consultant hereunder shall immediately terminate; and (v)

E-Sales Consultant shall cease all uses of any trade names, trademarks, service marks,

logos and other designations of Company and the Program.

Confidentiality.

In the performance of or otherwise in connection with this Agreement, Company may

disclose to E-Sales Consultant certain Confidential Information. “Confidential

Information” as used in this Agreement shall mean all information regarding Company

that is not generally known to the public and that Company deems confidential. E-Sales

Consultant will treat such Confidential Information as confidential and proprietary both

during the Term and after the Term for the greater of a period of three (3) years or the

maximum period permitted by law. E-Sales Consultant agrees to: (a) not use the

Confidential Information for any purpose other than in performing its obligations as set

forth in this Agreement; (b) take suitable precautions and measures to maintain the

confidentiality of the Confidential Information; and (c) not disclose or otherwise furnish

the Confidential Information to any third party other than E-Sales Consultant’s

employees who have a need to know the Confidential Information to perform E-Sales

Consultant’s obligations under this Agreement. All Confidential Information supplied by

Company is supplied “as is” without express or implied warranties of any kind. Company

further disclaims the accuracy and completeness of the Confidential Information. Upon

the termination or expiration of this Agreement, E-Sales Consultant shall return or

destroy all Confidential Information in E-Sales Consultant’s possession.

Miscellaneous.

E-Sales Consultant shall defend, indemnify and hold Company harmless against all

allegations, claims, actions, causes of action, lawsuits, damages, liabilities, obligations,

costs and expenses (including without limitation reasonable attorneys’ fees, costs related

to in-house counsel time, court costs and witness fees) (collectively “Losses”) attributable

to or related to: (i) E-Sales Consultant’s breach of this Agreement; (ii) E-Sales

Consultant’s violation of applicable law, rule, regulation or order; (iii) E-Sales

Consultant’s technology, methodology, information, text, images, or service provided or

supplied pursuant to this Agreement; (iv) E-Sales Consultant’s violation of a third party’s

intellectual property (including, but not limited to patent, trademark, copyright and trade

secret); and (v) E-Sales Consultant’s violation of its confidentiality obligations

(collectively, a “Claim”).

Company shall not be liable to E-Sales Consultant for incidental, consequential, punitive,

exemplary or special damages (such as, but not limited to, loss of profits, revenue or

business). This limitation shall remain irrespective of whether such action is based in

contract, tort, equity or any other legal theory. This limitation shall remain whether or not

company has been advised of the possibility of such damage. Nothwithstanding anything

to the contrary herein, the maximum liability company shall have to E-Sales Consultant

arising out of this agreement is the total amount paid to E-Sales Consultant during the six

(6) month period preceding the arise of the claim.

Except as expressly provided herein, Company makes no representations or warranties,

and hereby expressly disclaims all representations and warranties, express or implied,

including but not limited to implied warranties of merchantability and fitness for a

particular purpose and warranties as to the quality, performance, results, information,

services and technology in any way related to this agreement.

E-Sales Consultant shall not assign, transfer or delegate its obligations under this

Agreement, either in whole or in part, without the prior written consent of Company. Any

attempted assignment, transfer or delegation in violation of the provisions of this

provision will be void.

The provisions of this Agreement are severable. If any provision of this Agreement, or

the application thereof to any person or circumstance, shall be deemed invalid, illegal or

unenforceable under any applicable law, such invalidity, illegality or unenforceability

shall not affect the other provisions of this Agreement.

No delay or failure by Company in exercising any right under this Agreement, and no

partial or single exercise of that right, shall constitute a waiver of that or any other right.

The rights and remedies of Company are not mutually exclusive; that is, the exercise of

one or more of the provisions hereof shall not preclude the exercise of any other

provision hereof.

This Agreement shall be deemed a mutual agreement and shall not be construed and/or

interpreted in favor or against either party on the basis of preparation of the Agreement.

By applying to the Program, by clicking–through the “Apply” button and clicking on

“Accept” after checking the box acknowledging the E-Sales Consultant’s reading of these

Special Terms and Conditions, E-Sales Consultant executes, accepts, enters into, and

becomes party to this Agreement, effective on the date of such acceptance to this

Agreement.

Company reserves the right to modify the terms and conditions of this Agreement in its

sole discretion upon seven (7) days written notice per e-mail with effect from the 8th day

(or such later date as specified by Company) to E-Sales Consultant. If any modification is

unacceptable to E-Sales Consultant, E-Sales Consultant’s sole recourse is to terminate

this Agreement by expiring the relationship and/or rejecting the new Program Term

offered. E-Sales Consultant’s continued participation in the Program by accepting the

newly offered Program Term with new terms and conditions for this Agreement

constitutes E-Sales Consultants binding acceptance to the change.

This Agreement shall be governed by the laws of the State of New Hampshire, without

application of conflicts of law principles. The exclusive forum for any actions or disputes

related to or arising out of this Agreement shall be in the state courts in New Hampshire

and, to the extent that federal courts have exclusive jurisdiction, in New Hampshire. ESales

Consultant consents to such venue and jurisdiction.

The relationship between the parties hereto is not an employment relationship, joint

venture, partnership or the like. Each party is an independent contractor vis-à-vis one

another. Neither party has authority to act on behalf of the other or to bind the other by

any promise or representation unless specifically authorized in writing.

Nothing in this Agreement is intended; nor shall any provision be construed to benefit a

third party.

The following provisions shall survive the termination of this Agreement:

Confidentiality

Official notices to Company should be sent to:

World Wide Access USA, Inc

909 Islington Street, Suite 15

Portsmouth, NH 03801 USA

Attn: Swedish Kids E-sales Program

Cc: sales@swedishkids.com

By applying for the E-Sales Consultant Program and clicking on the “Accept” icon

button you are signifying your agreement to be presently bound by the terms of this

agreement to the same extent as if you had personally signed this agreement.