This Member Agreement ("Agreement") is made and entered into between Gift It Forward ("Company") and a registrant agreeing to this agreement ("Member"), effective immediately upon registration.

1. APPOINTMENT: The Company hereby appoints the Member as a non-exclusive dealer of the Company's products and services ("Products"). The Member accepts this appointment on the terms and conditions set forth in this Agreement.
2. PRODUCTS: The Company shall provide the Products to the Member to purchase as gifts for others and/or for resale to customers. The Member shall only resell the Products in the form and manner authorized by the Company. The Company may modify or discontinue any of the Products at any time.
3. TERRITORY: The Member may sell the Products in any territory not exclusively reserved by the Company.
4. PRICE AND PAYMENT: The Company shall set the price for the Products. The Member shall purchase the Products from the Company at the price set by the Company, less any applicable discounts or allowances. The Member shall pay for the Products at the time of purchase, unless otherwise agreed to in writing by the Company.
5. MARKETING: The Member shall use its best efforts to promote the Products and to maximize sales. The Company may provide marketing materials and training to the Member.
6. REPRESENTATIONS AND WARRANTIES: The Member represents and warrants that: (a) member has the authority to enter into this Agreement and to perform its obligations hereunder; (b) member shall comply with all applicable laws and regulations; (c) member shall not make any representations, warranties, or guarantees with respect to the Products that are inconsistent with the Company's marketing materials or that are not authorized by the Company; (d) member shall not use the Company's trademarks or trade names except as authorized by the Company; and (e) member shall not engage in any deceptive, misleading, or unethical practices in connection with the sale of the Products.
7. INTELLECTUAL PROPERTY: The Company retains all right, title, and interest in and to its trademarks, trade names, service marks, logos, copyrights, patents, trade secrets, and other intellectual property. The Member shall not use or register any trademarks, trade names, service marks, logos, copyrights, patents, trade secrets, or other intellectual property that are confusingly similar to or likely to cause confusion with the Company's intellectual property.
8. TERM AND TERMINATION: This Agreement shall remain in effect until terminated by either party upon thirty (30) days' written notice. Either party may terminate this Agreement immediately upon written notice if the other party breaches any material provision of this Agreement. Upon termination of this Agreement, the Member shall immediately cease all use of the Company's intellectual property and shall return to the Company any marketing materials, product literature, or other materials provided by the Company.
9. CONFIDENTIALITY: The Member shall keep all non-public information received from the Company confidential and shall not disclose such information to any third party without the Company's prior written consent.
10. INDEMNIFICATION: The Member shall indemnify and hold harmless the Company, its affiliates, officers, directors, employees, and agents from any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with the Member's breach of this Agreement or the Member's sale of the Products.
11. LIMITATION OF LIABILITY: In no event shall the Company be liable for any special, incidental, indirect, or consequential damages arising out of or in connection with this Agreement or the sale of the Products.
12. GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the laws of the State of California, United States of America, without giving effect to any choice of law or conflict of law provisions.
13. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, understandings, and agreements between the parties, whether written or oral.
14. I authorize Company to use my name, photograph, personal story and/or likeness in advertising or promotional materials and waive all claims for remuneration for such use.
15. If any provision of this agreement is held invalid, void, or voidable by an arbitrator or court of competent jurisdiction, such provision shall be reformed only to the extent necessary to make it enforceable and to reflect the intent of the parties as nearly as possible. All other remaining provisions shall remain in full force and effect.
16. A faxed or electronic copy of the Agreement shall be treated as an original in all respects.