MERCHANT PARTNER

TERMS AND CONDITIONS

The purpose of this page of information is to provide details of the Merchant Agreement ("Agreement") between Store-One.com ("STORE-ONE") and the Merchant Partner ("MERCHANT" or "you") to sell products and/or services ("ITEMS") on the Store-One web site. It applies to the purchase of all services (collectively, the "Services") provided by STORE-ONE and ordered by MERCHANT as set forth in the related order form incorporated herein by reference (together with any subsequent order forms submitted by MERCHANT, the "Order Form").

PLEASE READ THIS AGREEMENT CAREFULLY. BY PLACING AN ORDER FOR STORE-ONE SERVICES, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND ALL TERMS AND CONDITIONS INCORPORATED BY REFERENCE IN THIS AGREEMENT, INCLUDING STORE-ONE'S USAGE POLICY. YOUR USE OF THE SERVICES CONSTITUTES ACCEPTANCE OF THIS AGREEMENT. STORE-ONE reserves the right to reject this Agreement for any reason or no reason, prior to acceptance thereof by STORE-ONE. Activation of the Services shall indicate STORE-ONE's acceptance of this Agreement. Subject to the terms and conditions of this Agreement, STORE-ONE will provide to MERCHANT the Services selected by MERCHANT set forth in the Order Form.

USAGE POLICY:

Under this Agreement, MERCHANT shall comply with STORE-ONE's then current "Usage Policy", as amended, modified or updated from time to time by STORE-ONE, which currently can be viewed at http://www.store-one.com/mp01/mpusage.asp, and which is incorporated in this Agreement by reference. MERCHANT hereby acknowledges that it has reviewed the Usage Policy and that the terms of the Usage Policy are incorporated herein by reference. In the event of any inconsistencies between this Agreement and the Usage Policy, the terms of the Usage Policy shall govern. STORE-ONE does not intend to systematically monitor the content which is submitted to, stored on or distributed or disseminated by MERCHANT via the Service (the "Merchant Content"). Merchant Content includes, but is not limited to, content of MERCHANT's information, data, and graphics displayed on the STORE-ONE website. Notwithstanding anything to the contrary contained in this Agreement, STORE-ONE may immediately take corrective action, including removal of all or a portion of the Merchant Content, disconnection or discontinuance of any and all Services, or termination of this Agreement in the event of notice of possible violation by MERCHANT of the Usage Policy. In the event STORE-ONE takes corrective action due to a violation of the Usage Policy, STORE-ONE shall not refund to MERCHANT any fees paid in advance of such corrective action. MERCHANT hereby agrees that STORE-ONE shall have no liability to MERCHANT or any of MERCHANT's MERCHANTs due to any corrective action that STORE-ONE may take (including, without limitation, disconnection or discontinuation of Services).

AMENDMENT:

STORE-ONE may amend, modify or update this Agreement or the Usage Policy at any time in its sole discretion, and MERCHANT shall be bound by any such amendment, modification or update. STORE-ONE may, but is under no obligation to, provide notice of any amendment, modification or update of this Agreement or the Usage Policy. Any modification is effective on the earlier of two days after posting on STORE-ONE's website or two days after the sending of a notice by STORE-ONE to MERCHANT by e-mail or conventional mail. If any material modification to this Agreement or the Usage Policy is unacceptable to MERCHANT, MERCHANT may terminate the Agreement as provided in the TERMINATION Section. However, if MERCHANT does not terminate the Agreement, or if MERCHANT continues to use the Services following effectiveness of the modification, MERCHANT's continued use will mean that you have accepted that modification. STORE-ONE reserves the right to amend its service offerings and add, delete, suspend or modify the terms and conditions of the Services, at any time and from time to time, and to determine whether and when any such changes apply to both existing and future MERCHANTs.

TERM; TERMINATION:

The initial term of this Agreement shall be three (3) months (the "Initial Term"). The Initial Term shall begin upon commencement of the Services to MERCHANT. After the Initial Term, this Agreement shall automatically renew for successive terms of one (1) month , unless terminated or cancelled by either party as provided in this section. The Initial Term and all successive renewal periods shall be referred to, collectively, as the "Term".

This Agreement may be terminated (i) by either party by giving the other party 30 days prior written notice (subject to any cancellation fee as provided below), (ii) by STORE-ONE in the event of nonpayment by MERCHANT, (iii) by STORE-ONE, at any time, without notice, if, in STORE-ONE's judgment, MERCHANT is in violation of any term or condition of the Usage Policy or this Agreement, or MERCHANT's use of the Service disrupts or, in STORE-ONE's judgment, could disrupt, STORE-ONE's business operations and (iv) by STORE-ONE in accordance with the Usage Policy.

If MERCHANT cancels this Agreement prior to the end of the Term, (i) MERCHANT shall be obligated to pay all fees and charges accrued prior to the effectiveness of such cancellation, (ii) STORE-ONE shall refund to MERCHANT all pre-paid fees for any period remaining after effectiveness of cancellation (however, no partial month fees shall be refunded), less any setup fees and any discount applied for prepayment, (iii) MERCHANT shall be obligated to pay 100% of all charges for all Services for each month remaining in the Term and (iii) STORE-ONE shall have the right to charge an early cancellation fee of $10.00. Any cancellation request shall be effective 30 days after receipt by STORE-ONE, unless a later date is specified in such request.

If STORE-ONE cancels this Agreement prior to the end of the Term, STORE-ONE shall not refund to MERCHANT any fees paid in advance of such cancellation and (i) MERCHANT shall be obligated to pay all fees and charges accrued prior to the effectiveness of such cancellation, (ii) MERCHANT shall be obligated to pay 100% of all charges for all Services for each month remaining in the Term and (iii) STORE-ONE shall have the right to charge MERCHANT an early cancellation fee of $10.00.

BILLING AND PAYMENT:

All fees for the Services shall be in accordance with STORE-ONE's fee schedule then in effect, the terms of which are incorporated herein by reference, and shall be due at the times provided therein. A $10.00 late fee will apply to accounts past due more than ten (10) calendar days from the due date. STORE-ONE may, with 30 days notice to MERCHANT, amend the Services and/or the rates and fees it charges for the Services. Fees for renewal periods after the Initial Term shall be due and owing immediately upon the first day of such renewal period. STORE-ONE may impose a debt service charge equal to one and one-half percent (1.5%) of the overdue balance (or such lesser amount as may be required by law) for each month or fraction thereof the overdue amount remains unpaid. In addition, in the event that any amount due STORE-ONE remains unpaid twenty (20) days after such payment is due, STORE-ONE, in its sole discretion, may immediately terminate this Agreement, and/or withhold or suspend Services. There will be a $50.00 charge to reinstate accounts that have been suspended or terminated. All taxes, fees and governmental charges relating to the Services provided hereunder (other than income taxes of STORE-ONE) shall be paid by MERCHANT.

MERCHANT agrees that STORE-ONE may pre-charge MERCHANT's fees for the Services to the credit card supplied by MERCHANT during registration.

Returned checks will be assessed a $30.00 charge. Wire transfers will be assessed a $30.00 charge.

PROPERTY RIGHTS:

STORE-ONE owns all right, title and interest in and to the Services and STORE-ONE's trade names, trademarks, service marks, inventions, copyrights, trade secrets, patents, know-how and other intellectual property rights relating to the design, function, marketing, promotion, sale and provision of the Services and the related hardware, software and systems ("Marks"). Nothing in this Agreement constitutes a license to MERCHANT to use or resell the Marks.

DISCLAIMER OF WARRANTY:

MERCHANT agrees to use all Services and any information obtained through or from STORE-ONE, at MERCHANT's own risk. MERCHANT acknowledges and agrees that STORE-ONE exercises no control over, and accepts no responsibility for, the Merchant Content passing through STORE-ONE's host computers, network hubs and points of presence or the Internet. THE SERVICES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. NONE OF STORE-ONE, ITS PARENT, SUBSIDIARY OR AFFILIATED CORPORATIONS, OR ANY OF THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS, AFFILIATES, AGENTS, SUPPLIERS, THIRD-PARTY INFORMATION PROVIDERS, MERCHANTS, LICENSORS OR THE LIKE (EACH, A"STORE-ONE PERSON") MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, FOR THE SERVICES OR ANY EQUIPMENT STORE-ONE PROVIDES. NO STORE-ONE PERSON MAKES ANY WARRANTIES THAT THE SERVICES WILL NOT BE INTERRUPTED OR ERROR FREE; NOR DO ANY OF THEM MAKE ANY WARRANTIES AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICES OR MERCHANDISE CONTAINED IN OR PROVIDED THROUGH THE SERVICES. STORE-ONE IS NOT LIABLE, AND EXPRESSLY DISCLAIMS ANY LIABILITY, FOR THE CONTENT OF ANY DATA TRANSFERRED EITHER TO OR FROM MERCHANT OR STORED BY MERCHANT OR ANY OF MERCHANT'S CUSTOMERS VIA THE SERVICES PROVIDED BY STORE-ONE. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY ANY STORE-ONE PERSON, WILL CREATE A WARRANTY; NOR MAY YOU RELY ON ANY SUCH INFORMATION OR ADVICE. The terms of this section shall survive any termination of this Agreement.

INDEMNIFICATION:

MERCHANT agrees to indemnify, defend and hold harmless STORE-ONE and its parent, subsidiary and affiliated companies, and each of their respective officers, directors, employees, shareholders and agents (each an "indemnified party" and, collectively, "indemnified parties") from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative), and expenses (including, but not limited to, reasonable attorney's fees) threatened, asserted, or filed by a third party against any of the indemnified parties arising out of or relating to (i) MERCHANT's use of the Services, (ii) any violation by MERCHANT of the Usage Policy, (iii) any breach of any representation, warranty or covenant of MERCHANT contained in this Agreement or (iv) any acts or omissions of MERCHANT. The terms of this section shall survive any termination of this Agreement.

LIMITATION OF LIABILITY:

MERCHANT agrees that no Store-One Person, under any circumstances, shall be held responsible or liable for situations where the Services are accessed by third parties through illegal or illicit means, including situations where such data is accessed through the exploitation of security gaps, weaknesses or flaws (whether known or unknown to STORE-ONE at the time) which may exist in the Services or STORE-ONE's equipment used to provide the Services.

Under no circumstances, including negligence, shall any Store-One Person be liable for any indirect, incidental, special, consequential or punitive damages, or loss of profits, revenue, data or use by MERCHANT, any of its MERCHANTs, or any other third party, whether in an action in contract or tort or strict liability or other legal theory, even if STORE-ONE has been advised of the possibility of such damages. No Store-One Person shall be liable to MERCHANT, any of its MERCHANTs, or any other third party, for any loss or damages that result or are alleged to have resulted from the use of or inability to use the Services, or that results from mistakes, omissions, interruptions, deletion of files, loss of data, errors, viruses, defects, delays in operations, or transmission or any failure of performance, whether or not limited to acts of God, communications failure, theft, destruction or unauthorized access to STORE-ONE's records, programs, equipment or services.

Notwithstanding anything to the contrary in this Agreement, STORE-ONE's maximum liability under this Agreement for all damages, losses, costs and causes of actions from any and all claims (whether in contract, tort, including negligence, quasi-contract, statutory or otherwise) shall not exceed the actual dollar amount paid by MERCHANT for the Services which gave rise to such damages, losses and causes of actions during the 12-month period prior to the date the damage or loss occurred or the cause of action arose.

MERCHANT understands, acknowledges and agrees that if STORE-ONE takes any corrective action under this Agreement because of an action of MERCHANT or one if its MERCHANTs, that corrective action may adversely affect other MERCHANTs of MERCHANT, and MERCHANT agrees that STORE-ONE shall have no liability to MERCHANT, or any of its MERCHANTs due to such corrective action by STORE-ONE.

This limitation of liability reflects an informed, voluntary allocation between the parties of the risks (known and unknown) that may exist in connection with this Agreement. The terms of this section shall survive any termination of this Agreement.

FORCE MAJEURE:

STORE-ONE shall not be liable for failure or delay in performing it obligations hereunder if such failure or delay is due to circumstances beyond its reasonable control, including, without limitation, acts of any governmental body, war, insurrection, sabotage, embargo, fire, flood, strike or other labor disturbance, interruption of or delay in transportation, unavailability of, interruption or delay in telecommunications or third party services (including DNS propagation), failure of third party software or hardware or inability to obtain raw materials, supplies or power used in or equipment needed for provision of the Services.

ASSIGNMENT:

MERCHANT shall not have the right to assign this Agreement without the prior written consent of STORE-ONE. This Agreement shall be binding upon and inure to the benefit of MERCHANT and STORE-ONE and their successors and permitted assigns.

GOVERNING LAW:

This Agreement shall be governed in all respects by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania without regard to the conflict of law provisions thereof. Both parties submit to personal jurisdiction in Pennsylvania.

ENTIRE AGREEMENT; SEVERABILITY:

This Agreement, together with the Order Form and any other documents or agreements specifically identified in this Agreement, represents the entire agreement between the parties, and supercedes all previous representations, understandings or agreements. If any provision of this Agreement shall be held by a court of competent jurisdiction to be invalid, unenforceable, or void, the remainder of this Agreement shall remain in full force and effect.

MERCHANT hereby represents that he, she or it is either, an individual entering this Agreement for his or her personal use and is over 18 years of age, or a corporation, limited partnership or other legal entity, duly organized, validly existing and in good standing under the laws of the state of its organization and the person acting on behalf of MERCHANT is duly authorized to accept, execute and deliver this Agreement on behalf of MERCHANT.

Merchant Partner Program Description

Store-One Usage Policy