"WEBTV SOLUTIONS" DISTRIBUTION AGREEMENT

ENGLISH TRANSLATION: This is a translation of the Terms and Conditions originally issued in Spanish. In the event of a discrepancy, the Spanish-language version prevails.

IMPORTANT. READ CAREFULLY: this Agreement is a binding contract between You (whether natural person or legal personal/entity), hereinafter the "RESELLER", and Rafael Laudo Lemos ( hereinafter the "DEVELOPER").
The DEVELOPER and RESELLER, hereinafter, may be referred to, individually, "Party" and collectively, the "Parties", mutually recognize legal capacity sufficient and ample enough to execute this Agreement.

PRE-CONTRACT INFORMATION, AVAILABILITY OF THE AGREEMENT CONDITIONS AND ACCEPTANCE OF RESELLER

This Agreement can be found, permanently, on the website owned by the DEVELOPER and you can archive it, print it and therefore be informed, prior to acceptance, of the terms, price, features, rights and, in general, all the conditions under which shall be purchased the products and services of the DEVELOPER.

Furthermore, this contract is reiterated along with a summary of the RESELLER request form for express acceptance by you, by clicking on the "I accept the terms and conditions" - button found in the RESELLER request form found in the developer's website.

It is not technically possible to complete the RESELLER request form without accepting this Agreement. So that you can make this acceptance and therefore to apply, you must have previously filled in the RESELLER request form at the DEVELOPER's website, with your basic information.

This AGREEMENT attached to the RESELLER request form made by you via Internet involve the formalization of this Agreement and you declare to be an adult, have sufficient capacity to contract and to have read, understood and accepted these conditions.

THE PARTIES STATE

I. The RESELLER is interested in the distribution of goods and services of the DEVELOPER to sell the offered products and services in its area.

II. The DEVELOPER is a company dedicated to developing Web applications and Web sites that owns the domain and web pages located at the following URLs: http://www.webtvsolutions.com, http://www.webtvsolutions.tv, http://www.webtvsolutions.eu, http://www.webtvsolutions.es, through which it offers its products and services under the name "WebTV Solutions".

III. The parties are interested in staging a distribution agreement under which the RESELLER distributes the products and services of the DEVELOPER.

Que, en virtud de las consideraciones precedentes, las Partes, de sus libres y espontáneas voluntades, han acordado otorgar el presente Contrato de Distribución, en adelante el «CONTRATO», con sujeción a las siguientes

TERMS AND CONDITION

1. Purpose of this AGREEMENT
This is a distribution agreement between the DEVELOPER and the RESELLER, with regard to the "WebTV Solutions" products and services, whose description is in the aforementioned DEVELOPER's Web pages.

This AGREEMENT authorizes the DISTRIBUTOR to distribute, on a non-exclusive, products and/or services related to "WebTV Solutions" according to the terms and conditions of this AGREEMENT and in its annexes.

Furthermore, this AGREEMENT aims to regulate the relationship between the DEVELOPER and RESELLER.

This AGREEMENT does not imply any exclusivity on the Contracting Parties.

The RESELLER shall not be considered in any manner as a representative of the DEVELOPER and shall not act or engage in its name. The RESELLER shall act at all times in its own behalf.

2. Considerations
2.1 - In regard to the final cost of the products and/or services related to "WebTV Solutions", the RESELLER is free to add the amount that may reasonably timely with the idea of reselling them to third parties.

2.2 - Additionally, the RESELLER is free to acquire products and services "WebTV Solutions" and offer their customers, under their own responsibility, additional services for them, always according to the license conditions of these products and services, if any .

3. Liability of the Parties
3.1 - DEVELOPER agrees to provide the technical support exclusively for the products and services offered directly by it, and expressly excludes technical support, and all liability for problems arising directly or indirectly from the services offered by the RESELLER or by a third party.

3.2 - If the RESELLER offers additional services for "WebTV Solutions" products and services, the RESELLER agrees to do so at its own risk even when it used, as a source of technical information, the documents published for that purpose by the DEVELOPER in the "Tutorials" or "support" sections of its website. Also, RESELLER agrees that the developer is not required to provide any technical training and that the technical information provided through the DEVELOPER's website may contain errors, be incomplete or outdated.

3.3 - The DEVELOPER is not responsible for any damage, injury, or loss that results from the participation of this AGREEMENT. Also, the RESELLER responds in any case by the full legality of all its business operations as well as the actions it takes to find new customers.

3.4 - The RESELLER commits to enforce the license agreement of the "WebTV Solutions" products and services, even if such products and services were purchased with under the mode of "Unbranding".

3.5 - The RESELLER shall not make any changes to the products and services offered by the DEVELOPER, unless authorized by the DEVELOPER.

3.6 - The RESELLER may use the trademark, trade name and logo of the DEVELOPER only for the promotion and advertising of products and services of the DEVELOPER, provided they do not endanger the good image of the DEVELOPER, according to the Trade Marks Act 17/2001 of January 7. The RESELLER does not have any rights to trademarks, trade names, or logos; and at all times will preserve the rights of the DEVELOPER regarding them.

3.7 - The RESELLER must pay the entire amount of any purchase of product and/or service of the DEVELOPER at the time of purchase, unless otherwise expressed by the DEVELOPER, by the means that the DEVELOPER has established, regardless of their final destination.

4. Rights of the parties
4.1 - The DEVELOPER may terminate this AGREEMENT providing a 30-day notice, in writting, by physical or electronic means. The RESELLER may terminate this Agreement at any time by notice in writing, by physical or electronic means.

4.2 - In case of breach of the terms of this AGREEMENTS by the RESELLER, the DEVELOPER may terminate the AGREEMENT unilaterally without notice.

4.3 - The DEVELOPER can modify the terms of this AGREEMENT with 30-days notice in writing. In any case, the RESELLER may terminate this AGREEMENTS if it does not agree with the amendment of the conditions by the DEVELOPER.

5. Unbranding
When products and services of the DEVELOPER are acquired under the "Unbranding" mode, the following additional conditions apply:
5.1 - Unbranding does not involve transfer of any rights by the DEVELOPER, only authorizes the RESELLER to use its own brand/logo instead of the brand/logo of the DEVELOPER, to resell the product or service purchased under this mode.

5.2 - The RESELLER commits to enforce the license agreement of the DEVELOPER's product and services.

6. Notices
Notices related to this AGREEMENT that the RESELLER might send to the DEVELOPER, must be made by fax to 961372033 or, alternatively, by post to the following address: C/Orba 10, Pta. 4, Benetússer. 46910 Valencia, Spain. Notices that the DEVELOPER might send to the RESELLER must be made by E-mail, or otherwise by fax if the RESELLER provided one.

7. Duration, Term
This agreement shall run for a period of 12 months. After that period, if no Party notified otherwise by giving 30-day notice, the contract shall be renewed for successive equal periods.

This AGREEMENT cancels all previous distribution agreements, it is the only valid and produce its full effect from its acceptance. Similarly, this AGREEMENT supersedes any agreement, notification or permission granted by the DEVELOPER to the RESELLER, in connection with the distribution of "WebTV Solutions" products and services.

8. Commercial Status
The parties expressly state that the DEVELOPER and RESELLER are independent parties and that this relationship does not imply any commercial bonding company, partnership, franchise, sales representative or employment relationship. The RESELLER does not have the status of agent.

9. Data Privacy
9.1 - In the event that the RESELLER will deal with personal data on behalf of the DEVELOPER, the RESELLER declares that it will be, at all times, responsible for such personal data and in no event shall the DEVELOPER be responsible for the RESELLER data archives or RESELLER security. The RESELLER, as the responsible for the personal data, must apply the personal data for the purposes specified in this AGREEMENT. The RESELLER, where appropriate, under the provisions of Article 12 of Law 15/1999 of December 13, Protection of Personal Data, assumes the responsibility for the personal data, and will apply security measures as provided in Royal Decree 994/1999 of 11 June, approving the Regulation on Security Measures for automated files containing personal data.

9.2 - For the purposes of Article 12 of Law 15/1999, the RESELLER will only process personal data to which it has access in accordance with instructions of the DEVELOPER and will not apply or use them for a purpose other than the purpose of the AGREEMENT, nor will communicate them, even to preservation, to others. In the case that the RESELLER uses the data for other purposes, communicate or use in breach of the contract shall be also treated as responsible for the data, responding to infringements incurred personally.

9.3 - The RESELLER will respond, therefore, the offenses that may be incurred in the event of using personal data for other purposes, communicate to third party, or in general, the use of the data improperly, and when measures are not taken for storage and safekeeping thereof. To this end, the RESELLER commits to compensate the DEVELOPER for any damages suffered directly, or any claim, action or proceeding, to bring their cause of a failure or defective performance by the RESELLER of the provisions in the AGREEMENT as well the provisions of the regulations governing the protection of personal data.

9.4 - Obligations for the RESELLER by this clause shall also be mandatory for potential employees, collaborators, both external and internal, and subcontractors, by what the RESELLER will be liable to the DEVELOPER if such obligations are breached by such employees, partners, subcontractors, etc..

10. Transfer
This AGREEMENT between the DEVELOPER and the RESELLER may not be transferred or sold, neither it nor any of the rights or obligations described in it.

11. Good faith and diligence
The Parties commit to fulfil the AGREEMENT and exercise the rights and fulfill the obligations arising from it at all times in accordance with the most stringent requirements of good faith and diligence.

12. Applicable law and jurisdiction
This AGREEMENT shall be governed by and construed in accordance with the laws of Spain. Any dispute or discussion on this AGREEMENT is subject to the jurisdiction of the courts of Valencia.