1. User(s): Any person(s) who accesses and or uses Our products or Services
2. Site(s) or The Site(s): Our World Wide Web site residing at but not limited to http://www.SimpleDev.com.
3. Software: the executable object code for Vendor's software including all subsequent versions thereof provided to Us pursuant to this Agreement.
4. Documentation: all computer readable and/or printed instructions, manuals and other materials normally provided from time to time by Vendor to End Users for use of the Software, and all subsequent versions thereof provided to Us pursuant to this Agreement.
5. End-User License Agreement (EULA): the computer readable license agreement provided by Vendor that governs the use of the Product by End Users, and which is to be included with each copy of the Product sold by Us hereunder.
6. SD Materials: computer readable materials provided by Us for inclusion in an electronic package containing the Software, Documentation, and EULA, which materials have been approved by Vendor.
7. Product: a copy of the Software, Documentation, EULA and SD Materials, if any, packaged in computer readable form together for electronic delivery on http://www.SimpleDev.com.
8. End User: person(s) or organization(s) that acquire a Product for use rather than resale or distribution.
9. Vendor Trademarks: the trademarks, trade names, and logos used by Vendor in connection with the Product.
10. Host Sales: sales of the Products originating from the Site.
11. Transaction: the processing at one time of a payment made by an End User, which processing of payment may include more than one (1) Product.

2. LICENSE

a.   Vendor hereby grants Us a license and right to:

1. Reproduce and distribute the Product in computer readable form to the End Users;

2. Utilize the Vendor Trademarks in connection with the replication of the Product, packaging and distribution of the Product, in a manner reasonably specified by Vendor; and 

3. Distribute in tangible form the Product to the End User.

b.   We acknowledges that the Software and Documentation are the property of Vendor or its licensors and that We have no rights in the foregoing except for encryption software supplied by Us, if any, and those expressly granted by this Agreement.

c.   Under no circumstances shall the provisions of this Agreement be deemed to require Us to engage in any activities in connection with the distribution of the Products that could, in the reasonable discretion of SimpleDEV.com, result in a financial loss to Us or result in an unacceptably small level of profitability for Us.

3. VENDOR'S GENERAL OBLIGATIONS

1. Vendor shall provide all support and be fully responsible for all warranty obligations relating to the Product. Such support and warranty shall be provided in accordance with Vendor's then-current published software support policy, or, in the absence of such a policy in a reasonable manner.

1. Vendor represents and warrants that it has the right and authority to enter into this Agreement and to grant Us the rights to the Software and Documentation granted in this Agreement.

2. Vendor represents and warrants to SD that the Vendor has all rights, title, and interest in the Software and Documentation or has obtained the right to grant to SD the licenses set forth in this Agreement. As of the execution date of this Agreement, Vendor represents and warrants that to the best of Vendor's knowledge the Product does not infringe upon or misappropriate the proprietary rights of any other person or organization.

3. SD represents and warrants that it has the right and authority to enter into this Agreement.

4. SD represents and warrants that it will use its best efforts to accurately replicate the Product.

5. CUSTOMER SERVICE

SD's policy is to provide End User's with a five (5) day right to return Products for a refund of the purchase price paid by the End User. Returns and refunds may be made in the discretion of SD. This policy is subject to modification from time to time in the discretion of SD. To the extent the Vendor's return policies are consistent with those of SD then in effect, SD shall cooperate and assist the Vendor and End Users with respect to Product returns.

6. CONFIDENTIALITY

1. Each party agrees that all binary code, inventions, algorithms, know-how, ideas, and all other business, technical and financial information it obtains from the other party constitutes the confidential property of the disclosing party (Confidential Information). Except as expressly permitted in this Agreement, the receiving party will hold in confidence and not use or disclose any Confidential Information and shall similarly bind its employees and agents. The receiving party shall not be obligated under this Section with respect to information the receiving party can document that:
   1.  is or has become readily available to the public through no fault of the receiving party or its employees or agents; or
   2.  is received without restriction from another person or organization lawfully in possession of such information and lawfully   empowered to disclose such information;
   3.  was rightfully in the possession of the receiving party without restriction prior to its disclosure by the disclosing party; or
   is independently developed by the receiving party or its employees or agents without access to the other disclosing party's similar Confidential Information.
   Each party's obligations with respect to Confidential Information shall continue for the shorter of three (3) years from the date of termination of this Agreement or until one of the above enumerated conditions becomes applicable. Each party acknowledges that its breach of this Section would cause irreparable injury to the other for which monetary damages are not an adequate remedy. Accordingly, a party will be entitled to injunctive relief and other equitable remedies in the event of a breach of the terms of this Agreement.

2. SD agrees not to: (i) disassemble, decompile, or otherwise reverse engineer the Software, or otherwise attempt to learn the source code, structure, algorithms or ideas underlying the Software; or (ii) take any action contrary to EULA except as allowed under this Agreement.

7. VENDOR TRADEMARKS

1. SD acknowledges that the Vendor Trademarks are trademarks owned or licensed solely and exclusively by Vendor. SD agrees to use the Vendor Trademarks only in the form and manner and with appropriate legends as prescribed by Vendor. All use of Vendor Trademarks shall inure to the benefit of Vendor.

2. SD shall not remove, alter, cover or obfuscate any copyright notice or other proprietary rights notice placed in or on the Products by Vendor.

8. INDEMNIFICATION

1. We are providing Our products and service AS IS without warranties.
2. You shall defend, indemnify, and hold Us and Our Users harmless from and against any and all liabilities, losses, damages, costs, and expenses (including, without limitation, reasonable legal fees and expenses) arising from the breach by You of any of the terms of this Agreement or any of the representation and warranties contained herein, the actual or alleged infringement of any proprietary rights arising out of Our reproduction, sale, distribution, or any other use of the Materials pursuant to this Agreement.
3. We claim no liability for any and all claims, whether in contract, tort or otherwise, arising out of, connected with, or resulting from the use or distribution of the Materials or the provisions of this Agreement. IN NO EVENT SHALL WE BE LIABLE FOR ANY LOSS OF DATA, LOST PROFITS, OR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES.

9. TERMINATION

1. This Agreement may be terminated by either party within 15 business days by written notice to the other party for any reason.
2. Upon termination all Materials must be removed from the Site. If for any reason you cannot or will not remove Materials We will remove the Materials within five business days after the termination date.
3. Upon termination we release all license rights of this Agreement excluding specific license rights under the following conditions.
   1.  We retain the right to distribute and or sell any and all Compilations containing any Materials in whole or in part produced prior to the termination date.
   2.  We retain the license right to continue any and all promotions containing Materials, in whole or in part, initiated prior to the termination date.
   3.  We retain the right to fulfill any orders placed by Users prior to the termination date.

10. PAYMENT

1. All Vendors total Payable Amounts will be made in US currency only.
2. All Vendors are responsible for setting the price of each individual Product they make available from SimpleDEV.com.
3. SD will pay all Vendors 70% of the net revenue we receive from such products. "Net Revenue" means the gross revenues we actually receive from such sales, less only sales, use, value added, or similar taxes, customs duties, import or export taxes or levies, shipping or freight, and all returns.
4. All Vendors total Payable Amounts, if the equal to or exceeding fifty US dollars ($50.00), will be sent within thirty (30) days after the end of each calendar month. If total Payable Amount is less then fifty US dollars ($50.00) the total Payable Amount will carry over to the following calendar month and held until the total Payable Amount is equal to or exceeds fifty US dollars ($50.00).
5. Payments will be delivered via US Postal Services. Payments delivered outside the United States may be subject to delivery charges.
6. We agree to keep accurate books and records covering all transactions related to this agreement. During the one year period following your receipt of an accounting statement you may, at your expense and upon reasonable notice, inspect our records related to that statement at our offices or at a location specified by us, provided that your inspection must not unreasonably interfere with our business. If your inspection reveals that we have underpaid you we will promptly correct the deficiency. 

11. GENERAL PROVISIONS

1. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Iowa.
2. We shall not be in breach of this Agreement in the event we are unable to perform Our obligations under this Agreement as a result of natural disaster, war, emergency conditions, labor strife, the failure or substantial failure of the Internet, or other reasons or conditions beyond Our reasonable control.
3. All demands, request and notices under this Agreement shall be in writing and served US Postal Services or by electronic mail.