eNetCenter Portal, MarketPalace Mall, Personal and Business, Shopping and Resources

The MarketPalace Mall (also referred to herein as the "Mall" or "MarketPalace Mall"), owned and operated by MultiSource, leases mall space by providing a branding Storefront to e-commerce stores, designers, manufacturer, and to professional and other service businesses. The Storefront links to the Business Owners home or other website page. The MarketPalace Mall Lease Agreement is provided to you (herein referred to as "you", "Business", or "Business Owner") under the terms and conditions of this MarketPalace Mall Lease Agreement and any amendments thereto and any operating rules or policies (collectively, the "Agreement" or "Lease Agreement"). The eNetCenter (enetcenter.com) and MarketPalace Mall (marketpalace.com) are one in the same, and is known as the eNetCenter portal and shopping mall or eNetCenter. MultiSource reserves the right, in its sole discretion, to change, modify, add or remove all or part of the Agreement at any time. Such changes only affect subsequent renewal terms of the Agreement. It is the Business Owners obligation to review the posted current Lease Agreement and Schedule rates on the eNetCenter, MarketPalace Mall website at the Lease Agreement page. The effective lease date is displayed under the title Lease Agreement. 1. LEASE ACCEPTANCE 1.1 The Business owner (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 the owners Business as prompted by the Lease Application Form; (c) agrees to maintain and update this information to keep it true, accurate, current complete, and (d) The Business Owner shall at all times adhere to the eNetCenter Use Policy located at the Terms of Use page. MultiSource has the right to terminate the Lease Agreement and refuse any and all current or future use of its service if any information provided by the Business owner is untrue, inaccurate, not current or incomplete. 1.2 BY COMPLETING THE APPLICATION PROCESS AND CLICKING THE "Submit Information" BUTTON, YOU AGREE TO BE BOUND BY THE LEASE AGREEMENT. Nothing in this Agreement obligates the MultiSource to list, link to, accept or otherwise host any online store or business anywhere on the eNetCenter website. 2. BUSINESS OWNERS OBLIGATIONS 2.1 Business acknowledges and agrees that it shall be responsible for all goods and services offered at its website and store(s), all materials used or displayed on its website, and all acts or omissions that occur at the Business or in connection with the Business account or password. Certain Businesses may be subject to additional requirements. 2.1.1 Business agrees to display its Business contact information on its website, including but not limited its company name, address, telephone number, fax number and e-mail address. Business also agrees to update such information to keep it true, accurate, current and complete. 2.1.2 Business agrees that any and all press releases and other public announcements related to this Agreement and subsequent transactions between MultiSource and the Business, including the method and timing of such announcements, must be approved in advance by MultiSource in writing. MultiSource reserves the right to withhold approval of any public announcement in its sole discretion. Without limitation, any breach of Business Owners obligation regarding public announcements shall be a material breach of the Agreement. 2.1.3 Business represents and warrants that it has the full power and authority under all relevant laws and regulations to (a) offer and sell the goods and services offered at its Business site(s), including but not limited to holding all necessary licenses from all necessary jurisdictions to engage in the advertising and sale of goods and services offered at the Business site(s); and (b) provide for credit card payment and delivery of goods or services as specified at the Business site(s). 2.1.4 Business represents and warrants that it will not engage in any activities that (a) 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; (b) infringe the rights of any third party, including but not limited to the intellectual property, contractual, business, or fiduciary rights of others; (c) impersonate, defame, or invade the privacy of any third party or entity; and (d) is not connected in any way with unethical marketing practices, the transmission of "junk mail", "spam", or the unsolicited mass distribution of e-mail. 2.2 MultiSource reserves the right to refuse to host or lease, or continue to host or lease, any Business which it believes in its sole discretion: (a) offers for sale goods or services, or uses or displays materials, that are illegal, dangerous, obscene, vulgar, offensive, or are otherwise inappropriate; (b) received a significant number of complaints for failing to fulfill customer orders in a timely manner or be reasonably accessible to its customers; (c) has become the subject of a government complaint or investigation; (d) has substantially changed its Business from the time it was accepted; or (e) has violated or threatens to violate the letter or spirit of the Agreement. 3. FEES Business shall pay MultiSource the lease fee and other charges for each service as provided in this Agreement as set forth in the MarketPalace Mall lease fee schedule available at the Mall Stores page and made a part hereof. All such fees are payable in U.S. dollars to MultiSource and shall be charged on the credit card number designated on the Mall application form or Lease Addendum or to such other credit card number which Business shall so designate. MultiSource reserves the right to change the Mall lease Schedule rates. Such change will not affect the rates during the Agreement term commitment. 3.1 Unpaid accounts may have service suspended or terminated. Such suspension or termination shall not relieve the Business Owner of their obligation to pay the outstanding balance. The Business Owner agrees to pay MultiSource reasonable expenses, including attorneys fees and collection agency fees, incurred in enforcing its rights under this Agreement. 3.2 Unpaid accounts will be charged equal to 1.5% (or the highest amount permitted by law, whichever is lower) per month, or portion thereof, on the outstanding balance due. 3.3 The Business Owner shall pay all federal, state, and local sales, use, value added, excise, duty, and any other taxes assessed with respect to the Services, except those taxes based on MultiSources net income, which shall be the responsibility of MultiSource. 4. TERM 4.1 The term of the Agreement shall be the term as stated on the accepted MarketPalace Mall Lease Addendum, commencing on the date the Business opens an account and its storefront is placed on the Mall. The term shall automatically renew for successive term periods at renewal rates applicable at the time, unless notice of non-renewal is provided in accordance with Section 4.2, below; and provided, however, that to qualify for each renewal, Business must at the time of renewal be in substantial compliance with the material terms and conditions of the Agreement. MultiSource shall have the right, but not the obligation, to review any Business for compliance with the Agreement as part of the renewal process, or at any other time. 4.2 Notice of nonrenewal may be given by either party in its sole and abolute discretion, with or without cause, 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 12 regarding notice. 5. TERMINATION 5.1 Either party may terminate the Agreement on thirty (30) days notice if the other party has materially breached or is otherwise not in compliance with any provision of the Agreement, and such breach or noncompliance is not cured within such thirty (30) day period. MultiSource reserves the right to immediately suspend any customer access to the Business Owners Store or Business until such breach or noncompliance is cured. 5.2 Notwithstanding the foregoing in Section 5.1, MultiSource may, but has no duty to, immediately terminate Business services under this Agreement and remove it from MultiSource servers if MultiSource, in its sole discretion, concludes Business 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 MultiSource or the rights of others. Any termination under this Section 5.2 shall take effect immediately and Business expressly agrees that it shall not have any opportunity to cure. 5.3 Business expressly waives any statutory or other legal protection in conflict with the provisions of Section 5. 5.4 Upon termination, MultiSource reserves the right to delete from its servers any and all information contained in Business Owners account, including but not limited to any Web pages generated by the eNetCenter Store Software. 5.5 The provisions of Section 6 (Proprietary Rights), Section 8 (Indemnity), and Section 9 (Disclaimer of Warranties and Liabilities) of this Agreement shall survive any termination of the Agreement. 6. PROPRIETARY RIGHTS 6.1 Business acknowledges and agrees that content available on the eNetCenter website, 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. 6.2 Business grants MultiSource, and its successors and assigns, a non-exclusive, worldwide, royalty-free, perpetual, non-revocable license under Business copyrights and other intellectual property rights, if any, in all material and content displayed in Business Store to use, display, reproduce, and create derivative works from such material for display in any manner and on any MultiSource property to display Business branding and products; and any results of search queries and comparisons conducted on the eNetCenter site. Business also grants MultiSource the right to maintain such content on MultiSources servers during the term of the Service Agreement and to authorize the downloading and printing of such material, or any portion thereof, by end users for their personal use. 6.3 Business shall not attempt to gain unauthorized access to any servers controlled by MultiSource. 7. BUSINESS PRIVACY 7.1 MultiSource maintains information about Business on the MultiSource servers, including but not limited to Business account registration information ("Business Information"). Business agrees that MultiSource may use Business Information in aggregate form for marketing or other promotional purposes. 7.1.1 Business agrees that MultiSource may disclose Business 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 Service Agreement; (d) to respond to claims that the Business or Store is engaged in activities that violate the rights of third parties; or (e) to protect the rights or interests of MultiSource, eNetCenter Store owners or others; provided, however, that nothing in this section shall impose a duty on MultiSource to make any such disclosures. 7.1.2 Business agrees that MultiSource may delete Business Information from MultiSource servers upon termination or at the end of each calendar year. 8. INDEMNITY Business agrees to indemnify and hold harmless and defend Multisource and its parents, subsidiaries, affiliates, officers, directors, shareholders, employees, affiliates, third-party information providers, business owners, licensors or the like, and agents from and against any claim or demand, including reasonable attorneys fees, made by any third party due to or arising out of its conduct, the goods or services offered at its Store, any alleged violation of the Agreement, or any alleged violation of any rights of another, including but not limited to its use of any content, trademarks, service marks, trade names, copyrighted or patented material, or other intellectual property used in connection with its Store. MultiSource reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Business, but doing so shall not excuse Business Owners indemnity obligations. 9. DISCLAIMER OF WARRANTIES AND LIABILITIES 9.1 THE SERVICE IS 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 BUSINESS ABILITY, 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. 9.2 MULTISOURCE, AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS, (COLLECTIVELY "INDEMNIFIED PARTIES"), SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES OR LEGAL THEORIES CLAIMS, SUITS, ACTIONS, DEMANDS, PROCEEDINGS, (WHETHER LEGAL OR ADMINISTRATIVE) AND EXPENSES (INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEYS FEES) THREATENED, ASSERTED, OR FILED BY A THIRD PARTY AGAINST ANY OF THE INDEMNIFIED PARTIES ARISING OUT OF OR RELATING TO THE USE OF THE SERVICES INCLUDING ANY VIOLATION OF HTE E-NET CENTER ACCEPTABLE USE POLICY 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 MULTISOURCE IS AWARE OF THE RISK OF SUCH DAMAGES, THAT RESULT IN ANY WAY FROM BUSINESS USE OR INABILITY TO USE THE ONLINE STORE SERVICES, OR THAT RESULT FROM ERRORS, DEFECTS, OMISSIONS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY OTHER FAILURE OF PERFORMANCE OF THE SERVICES. MULTISOURCES LIABILITY TO BUSINESS SHALL NOT, FOR ANY REASON, EXCEED THE AGGREGATE PAYMENTS ACTUALLY MADE BY BUSINESS TO MULTISOURCE 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 RESALE OR ASSIGNMENT OF AGREEMENT Business agrees not to resell or assign or otherwise transfer its rights or obligations under the Agreement without the express written authorization of MultiSource. 11. FORCE MAJEURE Neither party shall be liable to the other for any delay or failure in Performance under the Agreement resulting directly or indirectly from acts of nature or causes beyond its reasonable control. Including, without limitation, acts of any governmental body, war, insurrection, sabotage, embargo, fire, flood, earthquake, or other acts of God, strike or other labor disturbance, interruption of or delay in transportation, interruption or delay in telecommunication services or inability to obtain raw materials, supplies, or power used in or equipment needed for provisions of the services. 12. NOTICES Any notices or communications under the Agreement shall be in writing by either electronic mail to lease@multisource.com or addressed and deemed delivered upon receipt to MultiSource/eNetCenter, P O Box 720808, San Diego, CA 92172, USA. If to Business, such notices shall be addressed to the electronic or mailing address specified when Business opens an account with MultiSource, or such other address as either party may give the other by notice as provided above. 13. ENTIRE AGREEMENT The 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. 13.1 Business owners may not assign this Agreement without the prior written consent of MultiSource 13.2 The lease addendum accepted, signed, and delivered to MultiSource by the Business Owner shall be a part of the Lease Agreement subject to all of the terms and conditions contained herein. 13.3 The lease addendum is subject to the acceptance by MultiSource, signed and delivered to the Business Owner by fax or mailed pursuant to Section 12. 13.4 This Agreement shall be binding upon the inure to the benefit of the parties and their respective successors, and assigns. 14. GENERAL 14.1 The Agreement and the relationship between Business and MultiSource shall be governed by the laws of the state of California without regard to its conflict of law provisions. Business and MultiSource agree to submit to the personal and exclusive jurisdiction of the Superior Court of the State of California for the County of San Diego or the United States District Court for the Southern District of California. MultiSources failure to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. If any provision of the Agreement 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 Agreement remain in full force and effect. Business 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 Agreement must be filed within one (1) year after such claim or cause of action arose, or be forever barred. The section titles in the Agreement are for convenience only and have no legal or contractual effect. 14.2 It is agreed that a facsimile of a signed document will be considered an original.

eNetCenter & MarketPalace Mall

Effective: 2/25/00

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