CarePlusAgreement

THIS CARE PLUS AGREEMENT ("AGREEMENT") IS BETWEEN EACH SELLER ("YOU OR YOUR"), AND SQUARETRADE, INC. ("SQUARETRADE") REGARDING YOUR USE OF THE SQUARETRADE WARRANTY BANNER AND OFFERING SQUARETRADE SERVICE CONTRACTS COVERING ELIGIBLE PRODUCTS SOLD ON EBAY'S MARKETPLACE. SQUARETRADE MAY CHANGE THE TERMS AND THE DOCUMENTS REFERENCED HEREIN FROM TIME TO TIME WITH TEN (10) DAYS PRIOR EMAIL NOTICE TO YOU OR BY POSTING A NOTICE ON THE CARE PLUS MEMBER OR MERCHANT SOLUTIONS SECTION OF OUR WEBSITE. YOU WILL BE RESPONSIBLE FOR REVIEWING AND BECOMING FAMILIAR WITH ANY MODIFICATIONS AND UPDATES. ALTERNATIVELY YOU MAY TERMINATE THIS AGREEMENT IF YOU DO NOT AGREE WITH THE CHANGE BY PROVIDING US WRITTEN NOTICE OF TERMINATION.

PLEASE READ THIS AGREEMENT AND SQUARETRADE'S PRIVACY POLICY CAREFULLY. BY PARTICIPATING IN THE SQUARETRADE CARE PLUS FEATURE, YOU: REPRESENT THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT, THE SQUARETRADE PRIVACY POLICY AND ANY OTHER SQUARETRADE POLICY THAT APPLIES TO YOUR USE OF OUR SERVICES. YOU AGREE TO BE LEGALLY BOUND AND TO ABIDE BY THIS AGREEMENT AND SQUARETRADE'S POLICIES AS IF YOU HAD SIGNED THEM. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND SQUARETRADE'S POLICIES, YOUR APPLICATION WILL NOT BE ACCEPTED.

You appoint SquareTrade as a sales agent for the sale of service contracts ("Service Contracts") for consumer electronics, appliances, jewelry and watches ("Eligible Products") to Your customers who purchase Eligible Products on your qualified eBay listings ("Listings"). SquareTrade agrees to pay You a share of the net revenue for Service Contracts purchased by Your customers on your Listings.

1. You authorize SquareTrade to post the SquareTrade Warranty Banner ("Banner") to Your Listings and agree, where appropriate, to notify eBay that SquareTrade is authorized to obtain Your Listing information and to post the Banner.

2. You further agree that SquareTrade is permitted to email Your customers to provide Service Contract information for your Listings, unless You or a customer specifically opt-out of such email. Customer opt-outs are included at the bottom of each email, and You can opt-out of the Care Plus Agreement from within your SquareTrade account.

3. SquareTrade will only use customer information provided by You for the sale of Service Contracts.

4. You agree not to:
a) Accept any money in payment for the Service Contracts;
b) Make any representation about the Service Contracts not approved in writing by SquareTrade;
c) Misrepresent the condition or type of a product; and
d) Make any representation as to the eligibility of a particular product ("Eligible Products") for a Service Contract.

5. SquareTrade agrees to offer Service Contracts to Your customers for Eligible Products.

6. You will be paid a percentage of the net revenue ("Revenue Share") received by SquareTrade for each valid Service Contract sold on your Listings.

Revenue Share payments will be made through PayPal when requested by You through the Merchant Solutions section of our website. Revenue Share will be available in minimum increments of a calendar month in arrears. Your Revenue Share will be available for collection for six months after being earned, at which time it will revert to SquareTrade. If you request a Revenue Share payment of less than $25, a $1 processing fee will be netted from payments made to You. Any Revenue Share earned prior to July 1, 2009, not collected by December 31, 2009, will revert to SquareTrade.

You are required to:
a) Meet all conditions for payment;
b) Provide and maintain accurate contact and payment information associated with Your PayPal account;
c) Provide a valid U.S. tax identification number and a fully completed W-9 once payments to You have reached $500; and
d) Pay all applicable taxes or charges imposed by any government entity in connection with payments under SquareTrade Care Plus; and
e) Request funds from within your SquareTrade account on the Merchant Solutions section of our website.

Payments will be calculated solely based on records maintained by SquareTrade and take into account such factors as cancelations, insurance costs, payment processing costs and Service Contract administration costs.

7. Once a consumer purchases a Service Contract from SquareTrade or independently provides SquareTrade with their personal information, the consumer is considered a SquareTrade customer.

8. You agree to indemnify and hold SquareTrade harmless from any and all third party claims, actions, demands or liabilities (including, but not limited to reasonable attorney's fees and other legal costs) of any type to the extent arising out of or resulting from (a) any misrepresentation of the products or their eligibility offered on Your website; (b) any misrepresentation of the Service Contracts or Care Plus by You or on Your website; and (c) failure to comply with any and all applicable laws, rules regulations, and ordinances with respect to the sale of Service Contracts and consumer electronics.

9. Either party may terminate this Agreement immediately at any time with written notice to the other party. Upon termination, SquareTrade shall pay You the Revenue Share You earned for all Service Contracts sold on your Listings through the date of termination, less actual and estimated cancelation allowance.

10. This Agreement shall be controlled by and construed under the laws of the State of California, except for its conflicts of laws principles. Any claim brought pursuant to this Agreement must first be submitted to mediation in attempt to reach resolution, prior to bringing an action in a court of competent jurisdiction located in San Francisco, California. If any provision of this Agreement is held invalid under the law or regulations of any state where used, such provision shall be deemed not to be part of this Agreement, but shall not invalidate any other provision hereof. You and SquareTrade are independent contractors and neither of us is the legal representative, agent or employee of the other party. This Agreement contains the entire understanding between the parties with respect to the subject matter and supersedes all previous written or oral negotiations, commitments and undertakings and may not be modified, except in a writing signed by authorized representatives of each party hereto.

PLEASE READ THIS AGREEMENT AND SQUARETRADE'S PRIVACY POLICY CAREFULLY. BY PARTICIPATING IN THE CARE PLUS FEATURE, YOU: REPRESENT THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT AND THE SQUARETRADE'S PRIVACY POLICY AND ANY OTHER SQUARETRADE POLICY THAT APPLIES TO YOUR USE OF OUR SERVICES, AND AGREE TO BE LEGALLY BOUND AND TO ABIDE BY THIS AGREEMENT AND SQUARETRADE'S POLICIES AS IF YOU HAD SIGNED THEM. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND SQUARETRADE'S POLICIES, YOUR APPLICATION WILL NOT BE ACCEPTED.

Last updated 11-1-09