Welcome to the Click Funnels Marketplace. We look forward to helping you turn Your creativity and skills into a recurring revenue stream. The below Terms     govern Your relationship with Click Funnels and Your rights in the Click Funnels Marketplace.

    I. Definitions

    a. “Buyer” is a Click Funnels account holder who purchases on the Marketplace a right to use a Template. Only persons with a Click Funnels account     (including Affiliates, users, and Certified Consultants) may be Buyers.

    b. “Click Funnels” is a trademark of Etison, and also refers to proprietary Etison software used to create Internet sales funnels.

    c. “Designer” is a Click Funnels account holder who creates and uploads a Template to the Marketplace for the purpose of selling licenses to Buyers to use     the Template. Only persons with a Click Funnels account (including Affiliates, users, and Certified Consultants) may be Designers. Designers may create and     upload multiple Templates.

    d. “Marketplace” is the on-line space where Designers submit Templates, Templates are displayed for Buyers, and Buyers purchase licenses to use Templates.

    e. “Rent” is the money Etison collects and retains from Buyers’ purchases of licenses for Your Template.

    f. “Template” is a Click Funnels sales funnel created by a Designer and placed on the Marketplace, available to be licensed by Buyers. After purchasing a     license, a Buyer customizes the Template for the Buyers’ own use. All creative works, logos, trademarks, artworks, photographs, graphics, text, and content     of any kind and description contained in a Template are part of the Template, and the word “Template” refers to all such content.

    g. “Terms” mean and refer to the Designer Terms set forth herein.

    h. “Us,” “We,” and “Etison” means Etison, LLC, the company that created Click Funnels and that owns and operates the Marketplace.

    i. “You” and “Your” means the Designer.

    II. License

    By uploading a Template to the Marketplace, You are granting Us a license to place Your Template on the Marketplace and sublicense it to any and all Buyers     who pay the license fee. You grant Etison a worldwide, irrevocable, royalty-free (except as set forth herein), exclusive right to sublicense, use,     reproduce, distribute, adapt (including without limitation edit, modify, translate and reformat), create derivative works of, transmit, publicly display,     publicly perform, digitally perform, make, have made, sell, and offer for sale, Your Template, and any creative work, logo, trademark, artwork, photograph,     graphic, text, and content of any kind and description contained therein.

    You represent and warrant that You have all rights necessary for You to grant the licenses granted in this section with respect to the Template. You     represent and warrant that You have not licensed, and so long as Your Template is on the Marketplace will not license, Your Template or any creative work,     logo, trademark, artwork, photograph, graphic, text, and content of any kind and description contained therein to any other person or entity.

    By uploading the Template to the Marketplace, You authorize Us to sublicense the Template to an unlimited number of Buyers without notice to You. You     understand and agree that You are granting Us an irrevocable, perpetual license. You understand and agree that Buyers who purchase a license for Your     Template via the Marketplace will hold that license in perpetuity, and that Etison will have no obligation to compel a Buyer to stop using the Template.

    You understand and agree that Etison has the right to use Your Template in advertising Etison’s products and services, including without limitation the     Marketplace, in any venue or media of any kind, anywhere in the world, without compensation to You. You understand and agree that Etison may use any logo,     trademark, artwork, photograph, graphic, text, or content of any kind and description contained in Your Template without advance notice to You, and without     compensating You.

    III. Pricing

    You agree that Etison may set pricing for Buyers to license Your Template in Etison’s sole and absolute discretion. You understand and agree that Etison     may from time to time change the price for licensing Your Template in Etison’s sole and absolute discretion, without notice to you, and that Etison may     offer promotional pricing, discounts, coupons, volume sales prices, and other incentives in Etison’s sole and absolute discretion. Because Etison gets paid     a percentage of what You get paid (see “Rent” below), You can trust Etison to charge Buyers a fair price for Your Template.

    IV. Payment to You; Taxes

    Etison will pay You 70% of all net fees paid by Buyers for Your Template, after deducting any coupons, discounts, or incentives. Each month We will pay You     for all licenses of Your Template purchased the month previous. If for any reason Etison is required to issue a credit or refund to a Buyer, 70% of that     credit or refund will be deducted from the next payment to you.

    You understand and agree that You are responsible for paying any taxes that apply, except for (i) VAT in EU Member countries and (ii) where Etison is     required to withhold taxes. Buyers who provide a VAT identification number will pay VAT; where a Buyer does not provide a VAT identification number, Etison     will collect and pay VAT as required by applicable law. Where Etison is required to withhold taxes, Etison will document such withholding.

    V. Payment to Us (“Rent”)

    You do not pay Us anything to place Your Template on the Marketplace. Etison will charge “Rent” for the Marketplace space when a Buyer purchases a license     for Your Template by withholding 30% of all fees paid by Buyers for Your Template, net of any coupons, discounts, or incentives.

    VI. Independent Contractor

    Nothing herein creates a relationship of employee, servant or agent between Etison and You. Under no circumstances do you have any authority to represent     Etison to any Buyer, media outlet, or to bind or otherwise obligate Etison to any third party.

    VII. No License to use Etison Marks

    All content of the Marketplace constitutes the intellectual property of Etison. Except as authorized herein, no Template or other material on the     Marketplace may be copied, reproduced, distributed, republished, uploaded, displayed, posted or transmitted in any way whatsoever. The CLICK FUNNELS     trademark and logo are proprietary marks of Etison, and the use of those marks is strictly prohibited. Nothing herein gives You the right to use, copy,     register as a domain name, reproduce, or otherwise display any logo, tagline, trademark, trade name, copyrighted material, patent, trade dress, trade     secret, or confidential information owned by Etison or any of Etison’s affiliates.

    VIII. Marketplace Control

    You understand and agree that Etison has the sole and absolute right to control the Marketplace, including what is placed on the Marketplace. You     understand that Etison has the right to review any Template prior to or after it is placed on the Marketplace, and that Etison has sole and absolute     discretion, for any reason or for no reason, to offer a Template on the Marketplace, refuse to offer a Template on the Marketplace, or to remove a Template     from the Marketplace. Any Template which contains content that, in Etison’s sole and absolute discretion, is sexually explicit, obscene, pornographic,     offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, discriminatory, graphically violent, solicitous of unlawful behavior,     or that violates the intellectual property rights of another will be deemed a material threat to Etison’s reputation and will not be made available on the     Marketplace; additionally, any Designer of a Template containing such material may, at Etison’s sole and absolute discretion, be terminated from further     access to the Marketplace, without prior notice. You agree that Etison shall not be liable to You or any third party for any termination of Your access to     the Marketplace, and that Etison shall not be required to make any Template or content available to You after such termination.

    IX. No Warranty

    You understand and agree that Etison makes no promise, guarantee, or warranty as to the number of Buyers who will view or pay to license Your Template, or     as to Your income, sales, or the business success of Your Template. You understand that Etison may from time to time, but is under no obligation at any     time, highlight or advertise Your Template on the Marketplace or elsewhere.

    THE MARKETPLACE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE,     MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. ETISON MAKES NO REPRESENTATION OR WARRANTY AS TO THE ACCURACY, RELIABILITY,     TIMELINESS OR COMPLETENESS OF ANY MATERIAL ON OR ACCESSIBLE THROUGH THE MARKETPLACE. ANY RELIANCE ON OR USE OF SUCH MATERIALS SHALL BE AT YOUR SOLE RISK.     ETISON MAKES NO REPRESENTATION OR WARRANTY (A) REGARDING THE STATEMENTS, ACTS OR OMISSIONS OF ANY DESIGNER OR BUYER; (B) THAT THE MARKETPLACE WILL BE     AVAILABLE ON A TIMELY BASIS, OR THAT ACCESS TO THE MARKETPLACE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE; (C) THAT DEFECTS OR ERRORS WILL BE CORRECTED;     OR (D) THAT THE MARKETPLACE OR THE SERVERS OR NETWORKS THROUGH WHICH THE MARKETPLACE IS MADE AVAILABLE ARE SECURE OR FREE OF VIRUSES OR OTHER HARMFUL     COMPONENTS. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

    The Marketplace may include inaccuracies, errors and materials that violate or conflict with this Agreement. In the event of any conflict between anything     posted on the Marketplace and these Terms, these Terms shall control.

    X. Waiver and Limitation of Liability

    Buyers are not agents or employees of Etison, and Etison cannot be responsible for any Buyer’s conduct. All disputes of any kind or nature in any way     related to a Buyer’s conduct, including without limitation use of Your Template, are between You and the Buyer. You agree that You will waive, forgive, and     hold harmless Etison and its respective officers, directors, shareholders, employees, agents and affiliates from and against any liability or claim however     or wherever asserted that is in any way related to the conduct of a Buyer.

    IN NO EVENT WILL ETISON’S AGGREGATE LIABILITY TO YOU, FOR ANY REASON, EXCEED THE TOTAL AMOUNT OF RENT COLLECTED BY ETISON FOR YOU. IN NO EVENT SHALL ETISON     BE LIABLE TO YOU OR ANY OTHER PERSON FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO YOUR USE OR     ATTEMPTED USE OF THE MARKETPLACE, INCLUDING BUT NOT LIMITED TO DAMAGES RELATED TO LOST DATA, LOST BUSINESS, OR LOST PROFITS, HOWEVER ARISING, EVEN IF     ETISON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR     CONSEQUENTIAL DAMAGES, SO THE FOREGOING LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. ETISON IS NOT RESPONSIBLE FOR ANY UNAUTHORIZED ACCESS TO OR     ALTERATION OF YOUR TEMPLATE(S), TRANSMISSIONS OR DATA OR FOR ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED. ETISON IS NOT RESPONSIBLE OR     LIABLE FOR ANY THREATENING, DEFAMATORY, OBSCENE, OFFENSIVE OR ILLEGAL CONTENT OR CONDUCT OF ANY OTHER PARTY (INCLUDING WITHOUT LIMITATION ANY DESIGNER OR     BUYER), OR ANY INFRINGEMENT BY A THIRD PARTY OF ANOTHER’S INTELLECTUAL PROPERTY, PRIVACY OR OTHER RIGHTS.

    XI. Your Promises To Us, Including Indemnification

    In addition to any other promises set forth in these Terms, You promise Us the following:

    a. You own all copyrights, trademark rights, and other intellectual property rights in Your Template, as well as any logos, trademarks, artworks,     photographs, graphics, text, and content of any kind and description contained in Your Template. Your license of the Template to Us and Etison’s use of the     Template, including granting sublicenses to Buyers and Buyers’ use of the Template will not violate the intellectual property rights of any third party.

    b. Your Template does not contain (i) any personal information of anyone, (ii) no confidential information of any person or business entity, and (iii) no     content that, if made publicly available, would be reasonably likely to injure another person or entity.

    c. Your Template does not contain any viruses, computer codes, files or programs which are designed to impair other computer software or hardware, or which     will collect information from or via Etison or Buyers without Etison’s or Buyers’ consent.

    d. You agree to defend, indemnify and hold harmless Etison and its respective officers, directors, shareholders, employees, agents and affiliates from and     against any and all loss, liability, claim, lawsuit, arbitration, award, judgment, settlement, cost and expense, including reasonable attorneys’ fees and     expert witness fees, arising out of Your breach of these Terms; or Your conduct in connection with, or in any way related to, the Marketplace or Your     Template; or in any way related to a Buyer’s purchase of a license for, or use of, Your Template.

    XII. Links to or From Other Sites

    Except where expressly stated by Etison, Etison is not affiliated or associated with operators of any third party websites that link to or are linked from     the Marketplace or any Etison-maintained website. Etison disclaims any responsibility for the accuracy or content of information found on third party     websites that link to or are linked from the Marketplace or Etison. Etison disclaims any responsibility for the security of any information (including     without limitation credit card and personally identifiable information (“PII”)) that You may provide to any third party. Etison reserves the right, at any     time and in its sole and absolute discretion, to block links to the Marketplace or any Etison-maintained website through technological or other means     without prior notice.

    XIII. Information; Registration; User Names and Passwords

    You will be required to create an account with Etison prior to uploading a Template and prior to receiving payment for Buyers’ purchases of licenses of     Your Template. You warrant that the information You provide Us is truthful and accurate, and that You are not impersonating another person. You are     responsible for maintaining the confidentiality of any password You may use to access the Marketplace, and You agree not to transfer Your password or user     name, or lend or otherwise transfer Your use of or access to the Marketplace, to any third party. You are fully responsible for all transactions with, and     information conveyed to, Etison under Your user name. You agree to immediately notify Etison of any unauthorized use of Your password or user name or any     other breach of security related to Your account, Your user name or the Marketplace. You agree that Etison is not liable, and You will hold Etison     harmless, for any loss or damage arising from Your failure to comply with any of the foregoing obligations.

    XIV. Privacy Policy Notice

    Etison may collect two different types of information, PII and Non-Personally Identifiable Information (“Non-PII”). PII is information that identifies You     as an individual – for example, Your name, address, telephone number, e-mail address, credit card information, billing address and shipping information.     Non-PII is aggregated information, demographic information, IP addresses, user behavior data from web interaction metrics tools and other information that     does not reveal Your specific identity. PII and Non-PII may be collected anytime You use the Marketplace, including when uploading a Template to the     Marketplace. PII and Non-PII may also be collected by Etison during in-person discussions, telephone conversations, and electronic or other written     communications. Etison also collects information via cookies; blocking cookies may render You unable to access certain parts of the Marketplace.

    Etison uses PII to respond to Your inquiries, provide You with services You have requested, keep You informed of services We think may be of interest to     You, and otherwise personalize Your experience with Us, and other reasons. Etison does not sell or lease PII about You to others. Etison may share PII with     Etison affiliates and third parties contracting with Etison to provide services to You, e.g., financial institutions. Etison may also share PII when     required by law, or when You have expressly requested Us to do so. Etison reserves the right to disclose and use Your PII if Etison believes it is     necessary to: (a) respond to legal process, e.g., a subpoena; (b) respond to a law enforcement agency’s request; (c) enforce the Terms; or (d) protect the     rights, privacy, safety, property, or operations of Etison or third parties;

    Because Non-PII does not personally identify you, Etison reserves the right to use and disclose to third parties Non-PII for any purpose.

    Etison maintains reasonable physical, administrative and technical safeguards to protect PII from loss, misuse, or unauthorized access, disclosure,     alteration or destruction. Etison enforces its Privacy Policy via self-assessment.

    Etison applies the US-EU and US-Swiss Safe Harbor Framework developed by the US Department of Commerce pertaining to PII. Etison complies with the Safe     Harbor Privacy Principles of notice, choice, onward transfer, security, data integrity, access and enforcement. See http://export.gov/safeharbor/index.asp.     EU or Swiss citizens with inquiries or complaints regarding this privacy policy should first contact Etison at the address provided in the questions     section of this privacy policy. Unresolved privacy complaints may be referred to the BBB EU SAFE HARBOR web site at www.bbb.org/us/safe-harbor-complaints.

    Etison reserves the right to change this privacy notice, which changes will become effective upon posting of the revised notice on the Marketplace or as     required by law.

    XV. Contact

    If You have any questions or complaints concerning any of the Terms, You may contact Us by e-mail at [insert e-mail address, or e-mail portal], or by     regular mail at 1860 N. Lakes Pl., Meridian, Idaho 83646.

    California residents, under California Civil Code Section 1789.3, may also reach the Complaint Assistance Unit of the Division of Consumer Services of the     California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

    XVI. Digital Millennium Copyright Act

    If You believe that materials or content available on the Marketplace infringe any copyright You own, You or Your agent may send Etison a notice requesting     that Etison remove the materials or content from the Marketplace. If You believe that someone has wrongly filed a notice of copyright infringement against     You, You may send Etison a counter-notice. Notices and counter-notices should be sent to Etison, Attention Legal Department, at 1860 N. Lakes Pl.,     Meridian, Idaho 83646, or by e-mail to [insert e-mail address].

    XVII. Changes to Terms

    Etison reserves the right to change these Terms, in whole or in part, from time to time at Etison’s sole and absolute discretion, and to provide You with     notice of such change by any reasonable means, including without limitation posting revised Terms on the Marketplace. Your continued uploading of Templates     to the Marketplace, or continued receipt of payment from Etison for Buyers’ purchases of licenses for Your Template, constitutes Your agreement to changes     to these Terms.

    XVIII. Severability

    If any Term set forth herein is deemed unenforceable under any applicable law, the remaining Terms shall remain in full force and effect and these Terms     shall be read, collectively, as if the unenforceable Term(s) were omitted.

    XIX. Miscellaneous

    You may not assign, transfer or sublicense any of Your rights or obligations under these Terms.

    No waiver by Etison of any breach or default of these Terms will be deemed to be a waiver of any preceding or subsequent breach or default.

    Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or     provision hereof.

    These Terms, together with all agreements and statements referred to herein and incorporated herein by reference, is the entire agreement between You and     Etison relating to the Marketplace, and, except as otherwise provided herein, supersedes any and all prior or contemporaneous written or oral agreements or     understandings between You and Etison relating to the Marketplace.

    Notices to You may be made by posting a notice (or a link to a notice) on the Marketplace, by e-mail, or by regular mail, at Etison’s discretion.

    You agree that a printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings     based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated     and maintained in printed form.

    XX. Choice of Law, Venue, and Attorneys’ Fees

    These Terms are subject to and interpreted in accordance with the laws of the State of Idaho, without regard to conflict of laws principles. In the event     that any dispute arises concerning or in any way related to these Terms or any Template, You agree that the jurisdiction and venue for such dispute will be     in Ada County, Idaho, in the United States (notwithstanding any other agreement to arbitrate with Etison), and You agree to be subject to the personal     jurisdiction of state and federal courts in Ada County, Idaho. You further acknowledge and agree that in any litigation or arbitration with Etison, You and     Etison shall each bear its own costs and attorneys’ fees, regardless of which party, if either, is deemed the prevailing party.