AGREEMENT

This Agreement contains the terms and conditions that apply to an individual's or entity's participation in the TopShopper Remote Shopping Cart System . As used in this Agreement, "we" means TopShopper. "You" or "Merchant" means the applicant. "Services" means the services offered by TopShopper. "Products" means the products offered by TopShopper. "Site" means a World Wide Web site and, depending on the context, refers either to TopShopper's site or to the site that you will link to our site. "Link" means a HTML form or link provided by TopShopper which directs the customer's web browser to our site.

1. ENROLLMENT IN THE SHOPPING CART SYSTEM

To begin the enrollment process, you will submit a complete Shopping Cart System application via our site.

Your application will be accepted in good faith.

From time to time, we will monitor your use of our merchant Shopping Cart System and may revoke your acceptance if we determine (in our sole discretion) that your site is unsuitable for the Shopping Cart System.

2. LINKING WITH TOPSHOPPER REMOTE

We provide access to an HTML generator. You may use the generator to create your links in order to meet the criteria in the operating agreement.

If you would like to use links not created by the generator, or you would like to modify the links generated by the generator, you will not need prior written permission from TopShopper but they may be monitored for suitability.

The information uploaded to the TopShopper Shopping Cart via links (particularly in the Header and Footer image URLs) must not cause adult or illegal material to be displayed in any page served from the TopShopper site.

Adult material includes all pornography, erotic images, or otherwise lewd or obscene content. The designation of "adult material" is left entirely to the discretion of TopShopper.

3. POLICIES AND PRICING

Customers purchasing goods and services through this Shopping Cart System will not be deemed to be customers of TopShopper. We may change our policies and operating procedures at any time. For additional information regarding TopShopper's rules, policies, and operating procedures please see the terms and conditions pages on our site.

4. LIMITED LICENSE

We grant you a non-exclusive, non-transferable, non-sublicensable, revocable right to use the TopShopper logos and text for which we grant express permission, solely for the purpose of identifying your site as a Shopping Cart System participant. You may not modify the message or any of our images or trademarks in any way. We reserve all of our rights in the message, any other images, our trade names and trademarks, and all other intellectual property rights. Except as provided herein you agree that you have no rights, title or interest in or to the message or other images, trademark or trade-names provided to you by TopShopper and all uses of such materials by you will inure to the benefit of TopShopper. You agree not to apply for registration of any of the TopShopper trademarks, service-marks or trade-names (or any mark similar there to) anywhere around the world. You agree that you will not engage, participate or otherwise become involved in any activity or course of action that diminishes and/or tarnishes the image and or reputation of TopShopper or its trademarks. We may revoke your license at any time by giving you written notice.

5. RESPONSIBILITY FOR YOUR SITE

You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for the technical operation of your site and all related equipment creating and posting merchant descriptions on your site and linking those descriptions to our site the accuracy and appropriateness of materials posted on your site ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights) ensuring that materials posted on your site are not libelous or otherwise illegal. We disclaim all liability for these matters. Further, you will indemnify, defend and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site as well as any goods or services provided or made available by you. These obligations will survive any termination of this Agreement. You acknowledge and agree that your Web site information (name, URL, traffic counts, etc.) may be utilized by TopShopper. Possible uses include (but are not limited to) lists of the busiest sites, lists of member sites, etc. You agree to allow TopShopper to use screen shots of any of your Web pages that contain the TopShopper HTML code in TopShopper promotional materials. The information provided by TopShopper to you may be proprietary in nature. You acknowledge that you are not a competitor of TopShopper, and agree not to share this information with any of our competitors. Any violation of these terms and conditions may cause us to terminate this agreement.

6. TERM OF THE AGREEMENT

The term of this Agreement will begin upon our acceptance of your Shopping Cart System application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written or emailed notice of termination. Your site is subject to periodic review. If we determine at any point after acceptance into our Shopping Cart System that your site is not suitable for the Shopping Cart System, we may unilaterally end the status of your site as a merchant.

7. MODIFICATION

We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our site. Modifications may include, for example, Shopping Cart System rules. Your continued participation now, or within thirty (30) days following the posting notice of any changes in these terms and conditions, will constitute a binding acceptance by you of such rules, changes or modifications. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT.

YOUR CONTINUED PARTICIPATION IN THE SHOPPING CART SYSTEM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

8. RELATIONSHIP OF PARTIES

You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section.

9. LIMITATION OF LIABILITY

WE WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES (OR ANY LOSS OF REVENUE, PROFITS, OR DATA) ARISING IN CONNECTION WITH THIS AGREEMENT OR THE SHOPPING CART SYSTEM. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE SHOPPING CART SYSTEM WILL NOT EXCEED THE TOTAL YEARLY AMOUNT PAID BY YOU IN THE YEAR IN WHICH A CLAIM HAS BEEN MADE BY YOU.

10. DISCLAIMERS

WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE SHOPPING CART SYSTEM OR ANY SERVICES MADE AVAILABLE THROUGH THE SHOPPING CART SYSTEM (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE OR THE AVAILABILITY OF OUR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

11. INDEPENDENT INVESTIGATION

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS.

12. MISCELLANEOUS

You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

13. LICENCE EXPIRY

If your licence expires then you will be able to reactivate it within a period of 1 month by paying the appropriate extension fee. However, after one month of expiry, your account may be deleted without warning. Once your account has been deleted, it will then be necessary to re-register and go throught the set-up procedures again.