The UltraCart Service ("UltraCart" or the "Service"), owned and operated by BPS Info Solutions, Inc. ("BPS") is provided to you ("you" or "Merchant") under the terms and conditions of this UltraCart Agreement and any operating rules or policies (collectively, the "UCA").

BPS hosts embeddable shopping cart services on the World Wide Web. The UltraCart Service ("UltraCart") allows Merchants to use the Service for the sole purpose of creating an online store ("Store") and evaluating UltraCart service.

BY COMPLETING THE REGISTRATION PROCESS AND CLICKING THE "I ACCEPT" BUTTON, OR OTHERWISE UTILIZING THE SERVICE, YOU AGREE TO BE BOUND BY THE UCA. Nothing in this agreement obligates BPS or the Service to list, link to, accept or otherwise host any online store anywhere on a BPS server.

MERCHANTS OBLIGATIONS

Merchant acknowledges and agrees that it shall be responsible for all goods and services offered at Merchants Store, all materials used or displayed at the Store, and all acts or omissions that occur at the Store. For a full description of Merchants obligations, see UltraCart's Terms of Service.

BPS reserves the right to refuse to host or continue to host any Store that offers goods or services or uses or displays materials that are illegal, obscene, vulgar, offensive, dangerous or are otherwise inappropriate as determined by BPS in its sole discretion.

PROPRIETARY RIGHTS

Software License. BPS hereby grants Merchant a non-exclusive, non-transferable license to use the Software in object code form only on a server controlled by BPS for the sole purpose of providing embeddable shopping cart functionality to an external website. Merchant is not being granted any right to copy the Software or to use it on computers other than a server controlled by BPS. 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 BPS without BPS's express written agreement.

Merchant shall not attempt to gain unauthorized access to any servers controlled by BPS.

MERCHANT PRIVACY

Merchant shall receive a merchantID, login, and password from BPS to provide access to and use of the UltraCart Service. Merchant is entirely responsible for any and all activities which occur under Merchants account, login, and password. Merchant agrees to keep its login and password confidential, to allow no other person or company to use its account, and to notify BPS promptly if Merchant has any reason to believe that the security of its account has been compromised.

INDEMNITY

Merchant agrees to indemnify and hold harmless BPS, 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, Merchants use of the Service, the goods or services offered at Merchants Store, any alleged violation of this agreement, or any alleged violation of any rights of another, including but not limited to Merchants use of any content, trademarks, service marks, trade names or other intellectual property used in connection with Merchants Store. BPS reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Merchant, which shall not excuse Merchant's indemnity obligations.

DISCLAIMER OF WARRANTIES AND LIABILITIES

THE ULTRACART 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. NEITHER THIS AGREEMENT OR ANY DOCUMENTATION FURNISHED UNDER IT IS INTENDED TO EXPRESS OR IMPLY ANY WARRANTY THAT THE ULRACART SERVICE WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE. THE SECURITY MECHANISM INCORPORATED IN THE ULRACART SERVICE HAS INHERENT LIMITATIONS AND MERCHANT MUST DETERMINE THAT THE SERVICE 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.

BPS, 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 BPS IS AWARE OF THE RISK OF SUCH DAMAGES, THAT RESULT IN ANY WAY FROM MERCHANTS USE OR INABILITY TO USE THE ULTRACART SERVICE OR THAT RESULT FROM ERRORS, DEFECTS, OMISSIONS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY OTHER FAILURE OF PERFORMANCE OF ULTRACART SERVICE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIABILITIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

GENERAL

The UCA and the relationship between Merchant and BPS shall be governed by the laws of the state of Georgia without regard to its conflict of law provisions. Merchant and BPS agree to submit to the personal and exclusive jurisdiction of the Superior Court of the State of Georgia for the County of Dekalb or the United States District Court for Georgia. BPS's failure to exercise or enforce any right or provision of the UCA shall not constitute a waiver of such right or provision. If any provision of the UCA 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 UCA 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 UCA must be filed within one (1) year after such claim or cause of action arose or be forever barred.

The section titles in the UCA are for convenience only and have no legal or contractual effect.

UltraCart Merchant Service Agreement

1.0 ACKNOWLEDGMENT AND ACCEPTANCE OF SERVICE AGREEMENT

The UltraCart service ("UltraCart" or the "Service"), owned and operated by BPS Info Solutions, Inc. (BPS) is provided to you ("you" or "Merchant") under the terms and conditions of this UltraCart Merchant Service Agreement and any amendments thereto and any operating rules or policies (collectively, the "UCA" or "Agreement"). BPS reserves the right, in its sole discretion, to change, modify, add or remove all or part of the UCA 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 UCA, 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 Setup Information Form and all other configuration screens; 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, BPS has the right to terminate Merchants 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 UCA. Nothing in this agreement obligates BPS or the Service to list, link to, accept or otherwise host any online store anywhere on the BPS 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 ULTRACART SERVICE

BPS hosts interactive services on the World Wide Web and provides merchants with access to its UltraCart Server ("Service") to facilitate the creation and maintenance of Stores for the sale of goods and services.

3.0 MERCHANT'S OBLIGATIONS

3.1 Merchant acknowledges and agrees that it shall be responsible for all goods and services offered at Merchants 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, login, 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, e-mail address, and hours of appropriate contact time including time zone. Merchant also agrees to update such information to keep it true, accurate, current and complete.

3.1.2 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 a method of payment (either credit card and/or check) and delivery of goods or services as specified at the Store.

3.1.3 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 BPS reserves the right to refuse to provide or continue to provide Service to any Merchant 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) 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 UCA.

4.0 PROPRIETARY RIGHTS

4.1 Software License. BPS hereby grants Merchant a non-exclusive, non-transferable license to use the Software in object code form only on a server controlled by BPS 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 BPS. 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 BPS without BPSs 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 BPS does not commit to support any particular browsing platform. BPS 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 Merchants ability to conduct business, Merchants sole remedy is to terminate the UCA pursuant to Section 7.1 regarding termination of service.

4.2 BPS Intellectual Property. Merchant acknowledges and agrees that content available from BPS 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 BPS, and its successors and assigns, a non-exclusive, worldwide, royalty-free, perpetual, non-revocable license under Merchants copyrights or other intellectual property rights, if any, in such material to use, distribute, display, reproduce, and create derivative works from such material in any and all media, for purposes of promoting BPS or UltraCarts generally or Merchants Store in particular. Merchant also grants BPS the right to maintain such content on BPS's servers during the term of the UCA 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 BPS.

5.0 FEES

5.1 Merchant shall pay BPS a monthly fee as set forth in the UltraCart fee schedule available at http://www.ultracart.com/pricing.html and made a part hereof. All such fees are payable in U.S. dollars to BPS and shall be charged on the first day of each month to the credit card number given to BPS on the UltraCart Billing form (located in the UltraCart Configuration Menu.) BPS may also, upon 30 days prior notice to Merchant, alter its fee schedules and terms of the UCA.

6.0 TERMS

6.1 Term. The term of the UCA shall begin on the date BPS lists the Store in the UltraCart Listings and continue for 1 month. The term shall automatically renew for successive 1 month terms 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 UCA. BPS shall have the right, but not the obligation, to review any Store for compliance with the UCA as part of the renewal process, or at any time.

6.2 Non-Renewal. Merchant may choose to discontinue service by choosing the option located on the Billing form. Merchant will be billed for partial usage of the Service based upon the number of days in the month it had been used. BPS, in its sole and absolute discretion, may give notice of nonrenewal with or without cause and without stating any reason therefor. This 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 UCA on thirty (30) days notice if the other party has materially breached or is otherwise not in compliance with any provision of the UCA, and such breach or noncompliance is not cured within such thirty (30) day period. BPS 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, BPS may, but has no duty to, immediately terminate Merchant and remove it from BPS servers if BPS 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 BPS 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, BPS reserves the right to delete from its servers any and all information contained in Merchants 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.

7.6 No refund for services will be issued under any circumstances. BPS charges for services in the rear and will collect a pro-rated portion of the monthly service fee if a merchant chooses to terminate their service during the middle of a billing cycle.

8.0 MERCHANT PRIVACY

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

8.1.1 Merchant agrees that BPS 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 UCA; (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 BPS, BPS Store or others; provided, however, that nothing in this section shall impose a duty on BPS to make any such disclosures.

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

8.2 Password. Merchant is entirely responsible for any and all activities which occur under Merchants account, logins, and passwords. Merchant agrees to keep its logins and passwords confidential, to allow no other person or company to use its account, logins, or password other than the appropriate own of each login, and to notify BPS 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 BPS may access Merchant's account and its contents as necessary to identify or resolve technical problems or respond to complaints about the Service.

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 support@ultracart.com. BPS 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 BPS, 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 Merchants conduct, Merchants use of the Service, the goods or services offered at Merchants Store, any alleged violation of the UCA, or any alleged violation of any rights of another, including but not limited to Merchants use of any content, trademarks, service marks, trade names, copyrighted or patented material, or other intellectual property used in connection with Merchants Store. BPS 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 Merchants 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.

BPS, 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 BPS IS AWARE OF THE RISK OF SUCH DAMAGES, THAT RESULT IN ANY WAY FROM MERCHANTS 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. BPSS LIABILITY TO MERCHANT SHALL NOT, FOR ANY REASON, EXCEED THE AGGREGATE PAYMENTS ACTUALLY MADE BY MERCHANT TO BPS 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 UCA without the express written authorization of BPS.

13.0 FORCE MAJEURE

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

14.0 NOTICES

Any notices or communications under the UCA 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 BPS, such notices shall be addressed to sales@ultracart.com or P.O. Box 245, Tucker, GA 30085-0245, USA. If to Merchant, such notices shall be addressed to the electronic or mailing address specified when Merchant opens an account with BPS Store, or such other address as either party may give the other by notice as provided above.

15.0 ENTIRE AGREEMENT

The UCA 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 UCA and the relationship between Merchant and BPS shall be governed by the laws of the state of Georgia without regard to its conflict of law provisions. Merchant and BPS agree to submit to the personal and exclusive jurisdiction of the Superior Court of the State of Georgia for the County of Dekalb or the United States District Court of Georgia. BPSs failure to exercise or enforce any right or provision of the UCA shall not constitute a waiver of such right or provision. If any provision of the UCA 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 UCA 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 UCA must be filed within one (1) year after such claim or cause of action arose, or be forever barred.

The section titles in the UCA are for convenience only and have no legal or contractual effect.