The Spider Commerce Store service (" Store" or the "Service"), owned and operated by Spider Commerce, Inc. (Spider Commerce) is provided to you ("you" or "Merchant") under the terms and conditions of this Spider Commerce Store Merchant Service Agreement and any amendments thereto and any operating rules or policies (collectively, the "MSA" or "Agreement"). Spider Commerce reserves the right, in its sole discretion, to change, modify, add or remove all or part of the MSA at any time. Merchant will receive notice of such changes and/or modifications pursuant to Section 14 regarding notices.

1.1 By accepting the terms and conditions of the MSA, Merchant (a) represents and warrants that he or she is 18 years old or older; (b) agrees to provide true, accurate, current and complete information about Merchant as prompted by the Account Registration Form; and (c) agrees to maintain and update this information to keep it true, accurate, current and complete. If any information provided by Merchant is untrue, inaccurate, not current or incomplete, Spider Commerce has the right to terminate Merchant’s account and refuse any and all current or future use of the Service.

1.2 BY COMPLETING THE ACCOUNT REGISTRATION PROCESS AND CLICKING THE "I ACCEPT" BUTTON, YOU AGREE TO BE BOUND BY THE MSA. Nothing in this agreement obligates Spider Commerce or the Service to list, link to, accept or otherwise host any online store anywhere on the Spider Commerce site. If these terms and conditions or any future changes are unacceptable to you, you may cancel your account pursuant to Section 7.1 regarding termination of service.

2.0 DESCRIPTION OF SPIDER COMMERCE STORE SERVICE

Spider Commerce hosts interactive online stores ("Store") on the World Wide Web and may provide Merchants with, among other things, (i) access to its Spider Commerce Store Software ("Software") to facilitate the creation and maintenance of Stores for the sale of goods and services; (ii) the listing of such Stores in the Spider Commerce Store Listings located at stores. Spider Commerce.com; and (iii) the listing of such goods and services in the Spider Commerce Shopping Listings located at shopping..com ("Online Store Services").

3.0 MERCHANT'S OBLIGATIONS

3.1 Merchant acknowledges and agrees that it shall be responsible for all goods and services offered at Merchant’s Store, all materials used or displayed at the Store, and all acts or omissions that occur at the Store or in connection with Merchant's account or password. Certain Stores may be subject to additional requirements.

3.1.1 Merchant agrees to display in the Store Merchant's contact information, including but not limited to Merchant's company name, address, telephone number, fax number and e-mail address. Merchant also agrees to update such information to keep it true, accurate, current and complete.

3.1.2 Merchant agrees that any and all press releases and other public announcements related to this Agreement and subsequent transactions between Spider Commerce and Merchant, including the method and timing of such announcements, must be approved in advance by Spider Commerce in writing. Spider Commerce reserves the right to withhold approval of any public announcement in its sole discretion. Without limitation, any breach of Merchant's obligation regarding public announcements shall be a material breach of the MSA.

3.1.3 Merchant represents and warrants that it has full power and authority under all relevant laws and regulations:

* to offer and sell the goods and services offered at the Store, including but not limited to holding all necessary licenses from all necessary jurisdictions to engage in the advertising and sale of the goods or services offered at the Store;

* to copy and display the materials used or displayed at the Store; and,

* to provide for credit card payment and delivery of goods or services as specified at the Store.

3.1.4 Merchant represents and warrants that it will not engage in any activities:

*that constitute or encourage a violation of any applicable law or regulation, including but not limited to the sale of illegal goods or the violation of export control or obscenity laws;

* that defame, impersonate or invade the privacy of any third party or entity;

* that infringe the rights of any third party, including but not limited to the intellectual property, business, contractual, or fiduciary rights of others; and,

* that are in any way connected with the transmission of "junk mail" "spam" or the unsolicited mass distribution of e-mail, or with any unethical marketing practices.

3.2 Spider Commerce reserves the right to refuse to host or continue to host any Store which it believes, in its sole discretion: (1) offers for sale goods or services, or uses or displays materials, that are illegal, obscene, vulgar, offensive, dangerous, or are otherwise inappropriate; (2) has substantially changed its Store from the time it was accepted; (3) has received a significant number of complaints for failing to be reasonably accessible to customers or timely fulfill customer orders; (4) has become the subject of a government complaint or investigation; or (5) has violated or threatens to violate the letter or spirit of the MSA.

4.0 PROPRIETARY RIGHTS

4.1 Software License. Spider Commerce hereby grants Merchant a non-exclusive, non-transferable license to use the Software in object code form only on a server controlled by Spider Commerce for the sole purpose of creating and maintaining Stores on such server. Merchant is not being granted any right to copy the Software or to use it on computers other than a server controlled by Spider Commerce. Merchant may not use Web pages or parts of Web pages generated by means of the Software, other than content that originates from and is proprietary to Merchant, on any server other than the servers controlled by Spider Commerce without Spider Commerce’s express written agreement. Merchant also acknowledges and agrees that the Software is intended for access and use by means of web browsing software, and that Spider Commerce does not commit to support any particular browsing platform. Spider Commerce reserves the right at any time to revise and modify the Software, release subsequent versions thereof and to alter features, specifications, capabilities, functions, and other characteristics of the Software, without notice to Merchant. If any revision or modification to the Software materially changes Merchant’s ability to conduct business, Merchant’s sole remedy is to terminate the MSA pursuant to Section 7.1 regarding termination of service.

4.2 Spider Commerce Intellectual Property. Merchant acknowledges and agrees that content available from Spider Commerce or the Service, including but not limited to text, software, music, sound, logos, trademarks, service marks, photographs, graphics, or video, is protected by copyright, trademark, patent, or other proprietary rights and laws, and may not be used in any manner other than as specified in Section 4.1 above.

4.3 Merchant's Property. Merchant agrees that by using the Service, Merchant grants Spider Commerce, and its successors and assigns, a non-exclusive, worldwide, royalty-free, perpetual, non-revocable license under Merchant’s copyrights and other intellectual property rights, if any, in all material and content displayed in Merchant's Store to use, distribute, display, reproduce, and create derivative works from such material in any and all media and display in any manner and on any Spider Commerce property the results of search queries and comparisons conducted on Spider Commerce, including, without limitation, searches conducted on Spider Commerce Shopping and the Service. Merchant also grants Spider Commerce the right to maintain such content on Spider Commerce's servers during the term of the MSA and to authorize the downloading and printing of such material, or any portion thereof, by endusers for their personal use.

4.4 Unauthorized Access. Merchant shall not attempt to gain unauthorized access to any servers controlled by Spider Commerce.

5.0 FEES

5.1 Merchant shall pay Spider Commerce a monthly fee as setforth in the Spider Commerce Store fee schedule available at SpiderCommerce.com/signup.html and made a part hereof. All such fees are payable in U.S. dollars to Spider Commerce and shall be charged on the first day of each month to the credit card number given to Spider Commerce at the time of registration or to such other credit card number which Merchant shall so designate. Spider Commerce may also, upon 30 days prior notice to Merchant, alter its fee schedules and terms of the MSA.

5.2 If Merchant elects, subject to Spider Commerce’s approval, to participate in the promotional opportunities available to Merchants via Spider Commerce Shopping, and the total sales of Merchant goods and services attributable to Merchant’s participation in such promotional opportunities exceeds five thousand dollars ($5000) in a given month, then Merchant shall pay to Spider Commerce two percent (2%) of Revenue received by Merchant in that month. “Revenue” shall mean the total net retail amount of sales attributable to Merchant’s participation in such promotional opportunities that exceeds five thousand dollars ($5000), excluding shipping, handling and taxes (i.e., if twenty thousand dollars ($20,000) of sales were attributable to Merchant’s participation in such promotional opportunities in a given month, then the revenue share payment would be two (2%) percent of fifteen thousand dollars ($15,000), excluding shipping, handling and taxes on those goods and services that comprise the fifteen thousand dollar ($15,000) amount). Spider Commerce shall calculate such revenue share payments and, in its discretion, either (a) charge such revenue share payments on the first day of each month to the credit card number given to Spider Commerce at the time of registration or to such other credit card number which Merchant shall so designate, or (b) invoice such revenue share payments to be paid by Merchant within thirty (30) days after the invoice date.

5.3 All fees are payable in U.S. dollars. Late payments shall bear interest at the rate of one percent (1%) per month (or the highest rate permitted by law, if less). In the event of any failure by Merchant to make payment, Merchant shall be responsible for all reasonable expenses (including attorneys’ fees) incurred by Spider Commerce in collecting such amounts.

6.0 TERMS

6.1 Term. The term of the MSA shall be 90 days commencing on the date that Merchant opens an account for Merchant’s Store. The term shall automatically renew for successive monthly periods at renewal rates applicable at the time, unless notice of non-renewal is provided in accordance with Section 6.2, below; provided, however, that to qualify for each renewal Merchant must at the time of renewal be in substantial compliance with the material terms and conditions of the MSA. Spider Commerce shall have the right, but not the obligation, to review any Store for compliance with the MSA as part of the renewal process, or at any time.

6.2 Non-Renewal. Either party, in its sole and absolute discretion, may give notice of nonrenewal with or without cause and without stating any reason therefor. Any notice of nonrenewal must be given at least thirty (30) days prior to the end of the term then in effect and in the manner described in Section 14 regarding notice.

7.0 TERMINATION

7.1 Termination. Either party may terminate the MSA on thirty (30) days notice if the other party has materially breached or is otherwise not in compliance with any provision of the MSA, and such breach or noncompliance is not cured within such thirty (30) day period. Spider Commerce reserves the right to immediately suspend any customer access to the Store until such breach or noncompliance is cured.

7.2 Termination for Illegal or Other Activity. Notwithstanding the foregoing, Spider Commerce may, but has no duty to, immediately terminate Merchant and remove it from Spider Commerce servers if Spider Commerce in its sole discretion concludes that Merchant is engaged in illegal activities or the sale of illegal or harmful goods or services, or is engaged in activities or sales that may damage the rights of Spider Commerce or others. Any termination under this Section 7.2 shall take effect immediately and Merchant expressly agrees that it shall not have any opportunity to cure.

7.3 Waiver. Merchant expressly waives any statutory or other legal protection in conflict with the provisions of this Section 7.

7.4 Deletion of Information. Upon termination, Spider Commerce reserves the right to delete from its servers any and all information contained in Merchant’s account, including but not limited to order processing information, mailing lists, and any Web pages generated by the Software.

7.5 The provisions of Section 4 (Proprietary Rights), Section 10 (Indemnity), and Section 11 (Disclaimer of Warranties and Liabilities) of this Agreement shall survive any termination of the Agreement.

8.0 MERCHANT PRIVACY

8.1 Merchant Information. Spider Commerce maintains information about Merchant and the Store on Spider Commerce servers, including but not limited to Merchant’s account registration information, Merchant's customer order information, sales information, and clickstream data ("Merchant Information"). Merchant agrees that Spider Commerce may use Merchant Information in aggregate form (i.e., Merchant Information is not individually attributable to the Merchant) for marketing or other promotional purposes.

8.1.1 Merchant agrees that Spider Commerce may disclose Merchant Information in the good faith belief that such action is reasonably necessary: (a) to comply with the law; (b) to comply with legal process; (c) to enforce the MSA; (d) to respond to claims that the Merchant or Store is engaged in activities that violate the rights of third parties; or (e) to protect the rights or interests of Spider Commerce, Spider Commerce Store or others; provided, however, that nothing in this section shall impose a duty on Spider Commerce to make any such disclosures.

8.1.2 Merchant agrees that Spider Commerce may delete customer credit card information from Spider Commerce servers 14 days after Merchant retrieves such information, and may delete all other Merchant Information from Spider Commerce servers at the end of each calendar year.

8.2 Password. Merchant shall receive a password from Spider Commerce to provide access to and use of the Software and Online Store Services. Merchant is entirely responsible for any and all activities which occur under Merchant’s account and password. Merchant agrees to keep its password confidential, to allow no other person or company to use its account, and to notify Spider Commerce promptly if Merchant has any reason to believe that the security of its account has been compromised.

8.3 Technical Access. Merchant acknowledges and agrees that technical processing of Merchant Information is and may be required: (a) for the Service to function; (b) to conform to the technical requirements of connecting networks; (c) to conform to the technical requirements of the Service; or (d) to conform to other, similar technical requirements. Merchant also acknowledges and agrees that Spider Commerce may access Merchant's account and its contents as necessary to identify or resolve technical problems or respond to complaints about the Service.

8.4 Merchant Privacy Policy. Merchant agrees (a) to post a privacy policy in its Merchant Store that, at a minimum, discloses any and all uses of personal information collected from users by Merchant; (b) to include in Merchant's privacy policy a paragraph provided or approved by Spider Commerce that describes Spider Commerce's collection and use of Merchant's customer information, (c) to provide a hypertext link to Merchant’s privacy policy on the home page of the Merchant Store and on all pages where Merchant collects personal information from users [including, but not limited to, all check out pages]; and (d) to use personal information only as expressly permitted by Merchant’s privacy policy.

9.0 MAINTENANCE AND SUPPORT

9.1 Merchant can obtain assistance with any technical difficulty that may arise in connection with Merchant's utilization of the Software or Online Store Services by requesting assistance by email to sales@SpiderC.com Spider Commerce reserves the right to establish limitations on the extent of such support, and the hours at which it is available.

9.2 Merchant is responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for its access to and use of the Software and Online Store Services and Merchant shall be responsible for all charges related thereto.

10.0 INDEMNITY

Merchant agrees to indemnify and hold harmless Spider Commerce, and its parents, subsidiaries, affiliates, officers, directors, shareholders, employees and agents, from any claim or demand, including reasonable attorneys fees, made by any third party due to or arising out of Merchant’s conduct, Merchant’s use of the Service, the goods or services offered at Merchant’s Store, any alleged violation of the MSA, or any alleged violation of any rights of another, including but not limited to Merchant’s use of any content, trademarks, service marks, trade names, copyrighted or patented material, or other intellectual property used in connection with Merchant’s Store. Spider Commerce reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Merchant, but doing so shall not excuse Merchant’s indemnity obligations.

11.0 DISCLAIMER OF WARRANTIES AND LIABILITIES

THE SERVICE AND SOFTWARE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NEITHER THIS AGREEMENT OR ANY DOCUMENTATION FURNISHED UNDER IT IS INTENDED TO EXPRESS OR IMPLY ANY WARRANTY THAT THE ONLINE STORE SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE OR THAT THE SOFTWARE WILL PROVIDE UNINTERRUPTED, TIMELY OR ERROR FREE SERVICE. THE SECURITY MECHANISM INCORPORATED IN THE SOFTWARE HAS INHERENT LIMITATIONS AND MERCHANT MUST DETERMINE THAT THE SOFTWARE ADEQUATELY MEETS ITS REQUIREMENTS. MERCHANT ACKNOWLEDGES AND AGREES THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT ITS OWN DISCRETION AND RISK AND THAT MERCHANT WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO ITS COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. SPIDER COMMERCE, AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS, SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES OR LEGAL THEORIES WHATSOEVER, FOR ANY LOSS OF BUSINESS, PROFITS OR GOODWILL, LOSS OF USE OR DATA, INTERRUPTION OF BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, EVEN IF SPIDER COMMERCE IS AWARE OF THE RISK OF SUCH DAMAGES, THAT RESULT IN ANY WAY FROM MERCHANT’S USE OR INABILITY TO USE THE ONLINE STORE SERVICES OR THE SOFTWARE, OR THAT RESULT FROM ERRORS, DEFECTS, OMISSIONS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY OTHER FAILURE OF PERFORMANCE OF THE ONLINE STORE SERVICES OR THE SOFTWARE. SPIDER COMMERCE’S LIABILITY TO MERCHANT SHALL NOT, FOR ANY REASON, EXCEED THE AGGREGATE PAYMENTS ACTUALLY MADE BY MERCHANT TO SPIDER COMMERCE OVER THE COURSE OF THE EXISTING TERM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIABILITIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

12.0 NO RESALE OR ASSIGNMENT OF SERVICE

Merchant agrees not to resell or assign or otherwise transfer its rights or obligations under the MSA without the express written authorization of Spider Commerce.

13.0 FORCE MAJEURE

Neither party shall be liable to the other for any delay or failure in performance under the MSA resulting directly or indirectly from acts of nature or causes beyond its reasonable control.

14.0 NOTICES

Any notices or communications under the MSA shall be by electronic mail or in writing and shall be deemed delivered upon receipt to the party to whom such communication is directed, at the addresses specified below. If to Spider Commerce, such notices shall be addressed to contact@SpiderC.com or If to Merchant, such notices shall be addressed to the electronic or mailing address specified when Merchant opens an account with Spider Commerce Store, or such other address as either party may give the other by notice as provided above.

15.0 ENTIRE AGREEMENT

The MSA constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous proposals, both oral and written, negotiations, representations, writings and all other communications between the parties.

16.0 GENERAL

The MSA and the relationship between Merchant and Spider Commerce shall be governed by the laws of the state of California without regard to its conflict of law provisions. Merchant and Spider Commerce agree to submit to the personal and exclusive jurisdiction of the Superior Court of the State of California for the County of Yorba Linda or the United States District Court for the Southern District of California. Spider Commerce’s failure to exercise or enforce any right or provision of the MSA shall not constitute a waiver of such right or provision. If any provision of the MSA is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties intentions as reflected in the provision, and agree that the other provisions of the MSA remain in full force and effect. Merchant agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the MSA must be filed within one (1) year after such claim or cause of action arose, or be forever barred. The section titles in the MSA are for convenience only and have no legal or contractual effect.