CHOICEWORLD MERCHANT AGREEMENT

Listing of your electronic storefront ("Store") in ChoiceWorld™ ("ChoiceWorld") owned and operated by QCommerce Inc. ("we" or "QCommerce"), is provided to you ("you" or "Merchant") under the terms and conditions of this ChoiceWorld Listing Agreement and any amendments thereto and any operating rules or policies (collectively, the "Agreement"). We reserve the right, in our sole discretion, to change, add or remove all or part of the Agreement at any time. We will notify you by email or in writing of any such changes.

By clicking the "I accept" button, you agree to be bound by this Agreement. If these terms and conditions or any future changes are unacceptable to you, you may cancel your account pursuant to Section 5. regarding termination of service.

1. Eligibility By accepting the terms and conditions of the Agreement, you represent and warrant that you are at least 18 years of age, you will provide true, accurate, current and complete information as prompted by the ChoiceWorld registration form and you will update this information to keep it true, accurate, current and complete.

2. Merchant's Obligations

2.1 You will be responsible for all goods and services offered at your Store, all materials used or displayed at your Store, and all acts or omissions that occur at your Store or in connection with the listing of your Store hereunder.

2.2 You agree to display contact information in your Store, including your company name, address, telephone number, fax number and e-mail address, and to keep the information true and accurate.

2.3 You represent and warrant that you have full power and authority under all relevant laws and regulations to offer and sell the goods and/or services offered at your Store, to copy and display the materials used or displayed at the Store, and to provide for payment and delivery of goods or services as specified at the Store.

2.4 You agree that you 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; or 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. Proprietary Rights By listing your Store in ChoiceWorld you grant to QCommerce, and its successors and assigns, a non-exclusive, worldwide, royalty-free license under your copyrights and other intellectual property rights, if any, in all material and content provided by you to ChoiceWorld, to use, distribute, display, reproduce, and create derivative works from such material in any and all media in connection with the listing of your Store hereunder.

4. Fees You will pay QCommerce listing and clickthrough fees for the services you select in your account area, at the rates set forth in the ChoiceWorld fee schedule available at www.choiceworld.com/MerchantServicesListing.asp and made a part hereof. All such fees are payable in U.S. dollars to QCommerce and will be invoiced or charged to the credit card number given to us at the time of registration or to such other credit card number which you may designate, on a monthly basis. If invoiced, payment is due upon receipt of invoice. All fees are payable in U.S. dollars. Late payments will bear interest at the rate of one percent (1%) per month (or the highest rate permitted by law, if less). If you fail to make any payment when due, you agree that you will be responsible for all reasonable expenses (including attorneys' fees) incurred by us in collecting such amounts. We may also, upon 30 days prior notice to you, alter our fee schedules.

5. Term and Termination The term of this Agreement will start on the date on which you accept this Agreement, and will continue until terminated by you or by us. This Agreement and your Store listing may be terminated at any time, with or without cause and for any reason, by QCommerce upon notice to you, and by you by deleting your information from your account area. Sections 6.1, 8. and 9. shall survive the termination of this Agreement.

6. Privacy

6.1 We maintain information about you and your Store, including your account registration information, on QCommerce servers. You agree that we may use this information in aggregate form for marketing or other promotional purposes. You also agree that we may use this information to send you information about products and services that we may be promoting, and that we may share this information with our partners for their use in marketing and promoting their products or services. We may disclose your information as may be required by law, or to government agencies or law enforcement officials. We may disclose this information to governmental and regulatory authorities without legal process in the event of a national emergency. We may reveal your identity if we believe that you are violating any rights or property of ourselves or others. When you list your Store in ChoiceWorld, QCommerce collects your credit card information, which we use to process your fees for ChoiceWorld services you select in your account area.

6.2 You will receive a password from us so that you can access your account area. You are entirely responsible for any and all activities which occur under your password and in your account area. You agree to keep your password confidential, to allow no other person or company to use your account, and to notify QCommerce promptly if you have any reason to believe that the security of your account has been compromised

7. Support You can obtain assistance with any technical difficulty that may arise in connection with listing of your Store in ChoiceWorld by requesting assistance by email to tech@choiceworld.com We reserve the right to establish limitations on the extent of such support, and the hours at which it is available.

8. Indemnity You agree to indemnify and hold harmless QCommerce, 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 your conduct, listing of your Store in ChoiceWorld, the goods or services offered at your Store, any alleged violation of this Agreement, or any alleged violation of any rights of another, including but not limited to your use of any content, trademarks, service marks, trade names, copyrighted or patented material, or other intellectual property used in connection with your Store. QCommerce reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, but doing so shall not excuse your indemnity obligations.

9. Disclaimer of Warranties and Liabilities
CHOICEWORLD LISTING AND SERVICES 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. THIS AGREEMENT IS NOT INTENDED TO EXPRESS OR IMPLY ANY WARRANTY THAT YOUR LISTING IN OR OTHER CHOICEWORLD SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR FREE. QCOMMERCE 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 QCOMMERCE IS AWARE OF THE RISK OF SUCH DAMAGES, THAT ARISE FROM YOUR LISTING IN OR OTHER CHOICEWORLD SERVICES OR FROM YOUR USE OR INABILITY TO USE CHOICEWORLD OR FROM ERRORS, DEFECTS, OMISSIONS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY OTHER FAILURE OF PERFORMANCE OF CHOICEWORLD. QCOMMERCE'S LIABILITY TO YOU SHALL NOT, FOR ANY REASON, EXCEED THE AGGREGATE PAYMENTS ACTUALLY MADE BY YOU TO QCOMMERCE 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.

10. No Assignment You will not assign or otherwise transfer your rights or obligations under this Agreement without the express written authorization of QCommerce.

11. Notices Any notices or communications under the Agreement 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 QCommerce, such notices shall be addressed to 800 Fifth Avenue Suite 101-123, Seattle, Washington, USA 98104 or to info@choiceworld.com. If to Merchant, such notices shall be addressed to the electronic or mailing address specified when Merchant registers with ChoiceWorld, or such other address as either party may give the other by notice as provided above.

12. Severability If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable to any extent, such term or provision will be severed from the remaining terms and provisions hereof, which will continue to be valid and enforceable to the fullest extent permitted by law.

13. Entire Agreement This Agreement 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.

14. Governing Law This Agreement and the relationship between Merchant and QCommerce shall be governed by the laws of the State of Washington without regard to its conflict of law provisions. Any controversy concerning service by QCommerce and this Agreement, other than QCommerce's right to collection of sums due and owing by the Merchant, which the parties cannot resolve within thirty (30) days shall first be directed to arbitration in Seattle, Washington pursuant to the rules of the American Arbitration Association with all expenses being shared equally by the parties. Any dispute that is not resolved through arbitration shall be settled by the court of jurisdiction in Seattle, Washington. Any costs incurred in the enforcement of the arbitration or litigation shall be paid by the prevailing party.