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

BY COMPLETING THE APPLICATION PROCESS, YOU ARE ACCEPTING THE TERMS AND CONDITIONS OF THIS AGREEMENT. This Agreement is a legal agreement between you (herein referred to as "you", "Store" or "Business") and MultiSource, store hosting provider (the "Service") and the licensor of StoreBiz online store builder software and the associated documentation that you access using this Internet website (together referred in this Agreement as "StoreBiz"). Nothing in this Agreement obligates MultiSource or the Service to list, link to, accept, or otherwise host any online store anywhere on the eNetCenter or MarketPalace Mall site. 1. STORE HOSTING 1.1 MultiSource grants you the right to develop and operate your Store on the Server, subject to and in accordance with the terms of this Agreement and such hosting guidelines, policies, and specifications (collectively "Hosting Guidelines") as MultiSource may establish from time to time by written notice to you or by posting on the MarketPalace Mall. The Hosting Guidelines, if any, are incorporated in this Agreement in their entirety and in subsequent Agreement updates available on the eNetCenter's MarketPalace Mall. 1.2 You shall not use, nor permit any third party to use, the Store or the website or any part thereof: (i) to violate any federal, state or local law, (ii) to transmit or post any obscene, indecent, or pornographic communication or material, (iii) to promote any illegal activities, (iv) to violate any intellectual property rights, (v) attempt to overcome or penetrate any security measures on the Server, or (vi) to upload or transmit any virus or harmful agent. You acknowledge that you may be subject to civil or criminal liability under the laws of various governmental jurisdictions as a result of any failure to abide by the provisions of this paragraph. MultiSource reserves the right to refuse to host or continue to host any Store that offers goods or services, uses or displays materials that are illegal, obscene, vulgar, offensive, dangerous or are otherwise inappropriate as determined by MultiSource in its sole discretion. 1.3 You acknowledge and agree that you will be solely responsible for the development, operation, data backup, and maintenance of the Store and all content and materials appearing in the Store, including without limitation (i) the technical operation of the Store, (ii) the accuracy and appropriateness of all content and materials appearing in the Store, (iii) ensuring the content and materials appearing in the Store does not violate or infringe upon the rights of any third party (including among other things, copyrights, trademarks, privacy or other personal or proprietary rights), and (iv) ensuring that the content and materials appearing in the Store are not libelous or otherwise illegal. You also will be solely responsible for accepting, processing and filling any customer orders generated through the Store and for handling any customer inquiries and complaints arising therefrom. You agree to inspect and monitor the Store as frequently and extensively as necessary to ensure its proper operation and compliance with the provisions of this Agreement, and to identify and resolve any problems with the Store. To the fullest extent permitted by law, the Store will be deemed to be exclusively "under the control" of you and not "under the control" of MultiSource. 1.4 MultiSource warrants the performance of the website and the hosting and other services provided under this Agreement only if and to the extent specifically and expressly provided in the Hosting Guidelines. 2. STOREBiz USER LICENSE 2.1 Subject to the terms of this Agreement, MultiSource grants you a non-exclusive, non-transferable license to access StoreBiz remotely, via a browser, on the server used by MultiSource to operate this website (the "Server") solely for purposes of creating and maintaining on the Server any interactive store, or stores, developed by you using this website and with respect to all required fees payable by you for each store under this Agreement. 2.2 MultiSource warrants for a period of thirty (30) days from the date you first registered to use StoreBiz that StoreBiz will perform substantially in accordance to the documentation included with StoreBiz. MultiSource and its suppliers' entire liability and your exclusive remedy for failure of StoreBiz to comply with the foregoing warranty will be to repair StoreBiz or, at MultiSource's option, return of any portion of the license fee paid by you to MultiSource for the use of StoreBiz.To receive this remedy, you must cease use of StoreBiz and give MultiSource a written notice and detailed description of the software noncompliance within the warranty period. This warranty applies only to you and is void if the failure of StoreBiz has resulted from accident, abuse or misuse of the software application. 2.3 You may not download or otherwise copy all or any portion of StoreBiz. You may not sell, rent, license, lend, transfer or otherwise grant access to StoreBiz to any other person or entity except as contemplated by the license granted to you above. You must comply with all applicable laws and regulations in your use of StoreBiz. You may not modify, translate, reverse engineer, decompile disassemble or otherwise attempt to obtain or derive source code from all or any portion of StoreBiz. 2.4 You expressly acknowledge that StoreBiz contains, uses and accesses applications, programs and data licensed or provided to MultiSource by third party suppliers, and that such suppliers have disclaimed all warranties, express, implied or statutory, with respect to such applications, programs and data. 2.5 MultiSource and its suppliers reserve all rights to StoreBiz not expressly granted in this Agreement. MultiSource and its suppliers own StoreBiz and all associated patent, copyright, trade secrets and other proprietary rights in StoreBiz. No title or ownership of StoreBiz or any associated proprietary rights are transferred to you or any other person by this Agreement. 3. PAYMENT FOR SERVICE 3.1 Store will pay all applicable setup, license, hosting, leasing, and other fees relative to your use of StoreBiz software and hosing services on the eNetCenter MarketPalace Mall website in the amounts, manner, and times as specified in this Agreement and displayed on the website's fee schedule screen which may be amended by MultiSource from time to time. Terms stated in the Agreement shall take precedence over terms displayed in the fee schedule screen, if any conflicting terms exist. The fee schedule is hereby made a part of this Agreement in its entirety. 3.2 The fees and other amounts payable under this Agreement do not include any sales, use, value-added or other taxes. All such taxes will be paid or reimbursed by you. 4. TERMINATION This Agreement may be terminated by any party to this Agreement at any time, with or without cause. Upon the effective date of any such termination, all rights granted to you will terminate, but Sections 1(b), 1(c), 2(d), 3 and 4 and all other provisions of this Agreement which may reasonably be construed as surviving such termination will survive the termination of this Agreement. 5. DISCLAIMERS AND LIMITATIONS 5.1 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, MULTISOURCE AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO StoreBiz, WEBSITE, SERVER(S), OR YOUR USE OF OR INABILITY TO USE StoreBiz, THE WEBSITE OR SERVER(S), INCLUDING, BUT NOT LIMITED TO, (I) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (II) ANY WARRANTY THAT STOREBIZ, WEBSITE OR SERVER(S) IS FREE FROM VIRUSES, BUGS, ERRORS OR OMISSIONS; AND (III) ANY WARRANTY OF NONINFRINGEMENT. 5.2 IN NO EVENT WILL MULTISOURCE OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF PROFITS OR DATA, BUSINESS INTERRUPTION OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE, INABILITY TO USE OR RESULTS OF USE OF STOREBIZ, WEBSITE OR SERVER(S), EVEN IF MULTISOURCE OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE LIABILITY OF MULTISOURCE OR ITS SUPPLIERS (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHER THEORY) ARISING OUT OF THE USE, INABILITY TO USE OR RESULTS OF USE OF StoreBiz, WEBSITE OR SERVER(S) EXCEED THE RESPECTIVE AMOUNTS PAID TO THEM BY YOU HEREUNDER. 5.3 MultiSource will not be liable for, or be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as a result of any cause or condition beyond its reasonable control, including the failure or interruption of any Internet service. 6. INDEMNIFICATION You will indemnify and hold harmless MultiSource and its suppliers from any and all claims, damages, liabilities, costs and expenses (including, but not limited to, reasonable attorneys' fees) arising out of or related to (i) any content or materials appearing in, or products or services sold or offered by you through, the Store or the website, or (ii) the development, use, operation or other activities with respect to the Store or the website (including, without limitation, any breach of the provisions of Section 2(b)). To the fullest extent permitted by law, the foregoing indemnity will apply regardless of any fault, negligence, or breach of warranty or contract of MultiSource or its suppliers. 7. GENERAL PROVISIONS 7.1 Each party is an independent contractor and not an agent or representative of any other party. No party shall have any right or authority to create any obligation or make any representation or warranty in the name or on behalf of any other party. This Agreement shall not be interpreted or construed to create an association, joint venture or partnership between the parties or to impose any partnership obligation or liability upon any party. 7.2 If the eNetCenter portal, MarketPalace Mall, or the StoreBiz software is accessed or used by any agency or other part of the U.S. Government, the U.S. Government acknowledges that (i) the Website and StoreBiz software and their accompanying materials constitute "commercial computer software" or "commercial computer software documentation" for purposes of 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-3, as applicable, and (ii) the U.S. Government's rights relating to the Website and StoreBiz and accompanying materials are limited to those specifically granted in this Agreement. 7.3 This Agreement constitutes the entire agreement between you and MultiSource regarding the website and StoreBiz, the hosting of the Store and your use of the website. MultiSource will not be bound by any provision in any purchase order, receipt, acceptance, confirmation, correspondence or otherwise (other than terms contained therein identifying the services, products, and quantities ordered), unless MultiSource specifically agrees in writing to such provision. This Agreement is governed by the laws of the State of California without reference to its choice of law principles. You and MultiSource Inc. both 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 Sates District Court for the Southern District of California. MultiSource's failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this 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 this Agreement remain in full force and effect. You agree 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 StoreBiz must be filed within one (1) year after such claim or cause of action arose or be forever barred. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND ALL RELATED SITE SCREENS REFERENCED AND INCORPORATED IN THIS AGREEMENT AND THAT YOU UNDERSTAND AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU HAVE INDEPENDENTLY EVALUATED ALL ASPECTS OF THIS AGREEMENT AND THE DESIRABILITY OF ENTERING INTO THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT.

eNetCenter & MarketPalace Mall

Effective: 2/25/00



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