First B2R which is a e-commerce company based in Korea operates agent system to solicit and promote its business under the following conditions;

Article 1. Qualifications
Any person or company or shop can be our agent only if they desire to act as our independent representative to promote and assist our e-commerce business.

Article 2. NON-EXCLUSIVITY
Basically, your registration as an agent in a certain district, province, area does not mean that you are sole or exclusive agent of that area. The chance to be another agent in a certain area is always open and the solicitation is competition base.

If you do a excellent job in a district for a certain product for a certain period of time and if you request, First B2R may consider appointing you as an exclusive agent under some conditions.



Article 3. AGENT'S JOB SCOPE
The main role of agent is to contact the retail shops or stores in the area where your ability can cover, let them know about our company and website, guide them to surf on our website and solicit them to be our member/client.

Hence, the role of agent is not to sale our product to retail stores but to advertise our website, solicit them to register as our member and to purchase the goods on our website.

If the retailer or retail store that an agent solicited does not have access to the internet, the agent can carry out the registration or order process on behalf of him on the condition that all the information filled out in the form should be that of retailer and the transaction be carried out in the name of that retailer.



Article 4. MAJOR RESPONSIBILITIES
The major responsibilities of agents are as follows;

(A) Generate and stimulate interests of our website including the products on sales on our website.

(B) Answer the inquiries from the existing or potential client in your territory and explain about our site and services and provide relevant information to them.

(C) Participate in the sales promotion activities organised by "First B2R", assist and advise "First B2R" in this regards. When any staff of "First B2R" visits your area for any business purpose, assist and help him when you are requested to do so.

(D) Cooperate with and assist "First B2R" with regard to any problem arising between "First B2R" and the clients that can be arranged or solved under your ability or responsibility in your territory.



Article 5. ADVERTISING OR MARKETING
An agent can select and decide the ways of advertising or marketing our website and basically advertising or marketing is carried out on his own expenses.

However, if there are catalogues, advertisements, exhibitions and seminars made or arranged by "First B2R" to promote its business, a agent can make use of this material or opportunities.

Article 6. BUSINESS PRACTICE
As an agent, you agree that when you advertise or do marketing to solicit the clients, you act in conformance with general business practices that do not violate the local law and do not contaminate the reputation of "First B2R" and its website.

You also accept making your best effort to solicit clients actively by contacting or visiting them directly and not to use undesirable ways of marketing like sending spam-mail which could damage our reputation.



Article 7. COMMISSIONS and POINTS
1. An agent gets his commission according to the purchase amount of retailers he solicited. The commission rate is 2.5% of total purchase amount of his clients.

(A) The total amount of commission is checked every month and if it exceeds US$100, it will be transmitted to your bank account in first business days of next month. If the commission does not exceed US$100, it will be automatically carried over to the next month.

(B) No commission shall accrue to agent's account based on orders not accepted or cancelled by "First B2R" or on orders that are not successfully accepted by clients.

(C) Commission will be paid to agents to the bank account they notified to "First B2R" in the currency of US dollar. Any problem or loss or damage arising from untrue, inaccurate, not current or incomplete personal information you provided to "First B2R" does not belong to the responsibilites of "First B2R"

2. Besides the commission, an agent will be given the points in following two cases. And according to the level of total points, he will be given benefits or incentives.

(A) The purchase amount of your clients is converted into points(apart from the commission payed to you).

(B) If you report to us on the result of your promotion, the response of clients, market trend and any suggestions from the clients or yourself, you will be given points we set beforehand.

Article 8. AGENT ID
1. If an agent register and is accepted on our website as one of agents of "First B2R", he will be given an agent ID by "First B2R".

2. An agent has the responsibility to inform the client he solicited of this agent ID and advise them not to forget filling out or mentioning this ID when they register as our members on our website. Because our system will automatically select the orders by your clients and use this data to calculate your points and commission.

3. "First B2R" bears no responsibility for the loss caused by the omission of your agent ID by the clients you solicited.

Article 9. LIMITATION
An agent is not authorized to accept any purchase orders in his name or to otherwise finalize any sales of such products. "First B2R" shall receive order, procure, ship and deliver "Products" purchased by virtue of purchase orders, which it has accepted and acknowledged, directly to the clients.



Article 10. RELATIONSHIP OF PARTIES
1. "Agents" shall have no authority to act for or on behalf of "First B2R" to sign or otherwise enter into any kind of contracts, undertaking or agreement, or make any promise, warranty or representation, with respect to the "products", and "First B2R" shall not be bound by any acts, obligations, or defaults of "agents" or its employees.

2. "First B2R" deal directly with customers in your Territory who register as our member without any Agent ID and, in such cases, the "First B2R" has no responsibility to notify and consult with "agents".
"First B2R" shall guarantee a fair and prevailing commission to "agents" in accordance with Article 7 of this agreement.

Article 11. DURATION & TERMINATION
1. This Agreement shall be effective for an initial period of 1 years from the effective date of this Agreement, and shall be extended automatically for a period of one year unless there is written notice(including fax or e-mail) from either party not less than 30 days prior to expiration date.

Nevertheless, this Agreement may be terminated during the initial term or any extension by either party upon giving at least 30 days prior written notice to the other party.

2. If an agent violates or acts inconsistently with any obligation or spirit imposed on it, "First B2R" may terminate his agentship and this Agreement shall automatically terminate.
The commission of the month when the default of obligation occurs is not payed.

3. In the event of bankruptcy, receivership, insolvency or assignment for the benefit of creditors of "First B2R", this agreement is terminated automatically. In this case, "First B2R" will give agents written notice to that effect or put the announcement on its website.



Article. 12. ARBITRATION
All disputes, controversies, or differences which may arise between the parties out of or in relation to or in connection with this contract of, for the breach thereof, shall be finally settled by arbitration in Seoul, Korea in accordance with the Commercial Arbitration Rules of the Commercial Arbitration Board of Korea and under the Laws of Korea. The award rendered by arbitrator(s) shall be final and binding upon both parties concerned.

Article 13. EFFECTIVE DATE
This Agreement shall become effective when an agent register on our website after aknowledging and agreeing to that agreement except when "First B2R does not accept his agentship.

Article 14. APPLICABLE LAW
The Agreement shall be construed and interpreted in accordance with the laws of the Republic of Korea.

Article 15. FORCE MAJEURE
Neither Party shall be liable to the other party for non-performance or delay in performance of any of its obligation under this agreement due to causes reasonably beyond its control including fire, flood, strikes, labour troubles or other industrial disturbance, unavoidable accidents, governmental regulations, riots, and insurrection. Upon occurrence of such a force majeure condition the affected party shall make every effort to inform the other party of any further developments. And if the cause is removed, the affected party shall do the same unless the Agreement is previously terminated in accordance with Article 11 hereof.

Article 16. NOTICES
All communication notices or the like between the parties shall be valid when made by fax
or e-mail or registered mail.