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Merchant Service Agreement
Sycamore Internet, A Division of Sycamore Software Development Corp. ("SI"), an Ohio corporation, owns and operates online
shopping malls and eCommerce store servers which provide eCommerce solutions to you ("Merchant"). SI is also the
owner of ezVENDOR™ software ("Software") which is an eCommerce software solution resident on SI, or affiliate,
servers that is used to create and maintain online stores and mall product services. These services and Software
are provided to the Merchant under the terms and conditions of this Merchant Service Agreement ("Agreement") and any
amendments thereto and any rules, regulations and policies established by SI. SI reserves the right, at its sole
discretion, to amend, change, alter, modify, add or remove any part of this agreement at any time.
Acceptance - By clicking the "I Agree" button, Merchant is agreeing with and consenting to all of the terms
and conditions of this Agreement. If Merchant does not acknowledge acceptance of this Agreement, it will not be eligible
to receive any of the services or use of the software offered by SI. Registration Form - Upon acceptance of this agreement, Merchant must complete a Service Registration Form ("Form").
Merchant represents and warrants that all of the information required is true, accurate and complete. Merchant further represents and warrants
that he or she is 18 years of age or older and if you are accepting on behalf of a legal entity, that you are legally authorized to accept this
agreement on behalf of said entity. License - SI hereby grants Merchant a non-exclusive, non-transferable license to access the ezVENDOR™ Software in
object form only on SI controlled servers, via browser, solely for the purpose of creating and maintaining an online store or products on said
servers. SI Services - SI hosts online stores and mall product services on the World Wide Web where the Merchant can
display and offer for sale its products and services. An online store and/or mall product services ("Store") are created, displayed and maintained
by the utilization of the ezVENDOR™ Software. Merchant Obligations
Merchant agrees to pay and be responsible for all fees, charges and expenses associated with
the operation of its Store. Merchant shall be solely responsible for all goods and services offered and marketed through its Store. Furthermore, Merchant shall be solely
responsible for all materials used or displayed on its Store, all links to and from its Store and all acts or omissions that occur at and are related
to its Store and products. All aspects of the Merchant's Store or products must be for legal purposes. Merchant shall not publish, post, distribute or disseminate any
illegal, defamatory, sexually explicit, obscene, vulgar, sexually oriented, violence oriented, harassing, harmful, offensive or other unlawful
or objectionable material. Merchant shall not include another's proprietary information including trademarks and copyrighted material without
the written consent of its owner and hereby warrants and represents that it has full power and authority to copy and display the materials used
or displayed at the Store. SI shall be sole arbiter of any violations of these policies and SI shall have full authority and right to take
any action SI deems necessary in response to the violation. Such action may include, but is not limited to, the right of SI, in its sole
discretion, to remove such material or to block access to web pages in question or the entire Store. Merchant, at all times, will display on its Store accurate and complete Merchant contact information that includes your individual or legal entity
name, address, telephone number, fax number and e-mail address. Merchant warrants and represents that its Store and its products, services, materials and all other content do not and will not violate any applicable
federal, state or local law or regulation. Merchant warrants and represents that it has full power and authority to offer and sell the products and services offered at the Store, including
the holding of all necessary licenses and permits from all pertinent jurisdictions to engage in the advertisement and sale of said products and services. Merchant shall not download or otherwise copy all or any portion of the Software other than as specifically set forth under the license. Merchant
shall not sell, rent, license, lend, transfer or otherwise grant access to the Software to any other person or entity. Merchant shall comply with
applicable laws and regulations in regard to the use of software. Merchant shall not modify, translate, reverse engineer, decompile, or disassemble
all or any portion of the Software. Merchant shall not use any device, software or routine to interfere or attempt to interfere with the proper working of SI's, or its affiliates,
server system nor shall Merchant take any action that imposes an unreasonable or disportionately large load on SI's, or its affiliates, infrastructure. Merchant shall not disclose or share its Merchant ID, Merchant Name or password to any third parties or use its Merchant ID, Merchant Name or password
for any unauthorized or unlawful purpose.
Fees - Merchant agrees to pay SI the set up fees and the monthly recurring fees as set forth in the fee schedule
currently in force and available at the initial sign up page, which is incorporated herein. All fees are quoted and payable in U.S. dollars.
Said fees shall be due, payable and charged on the first day of each month to the credit card information supplied to SI at registration. Merchant
may substitute and replace credit card information upon written request to SI. SI reserves the right to alter, change, add or remove services and
fees upon 30 days prior notice to Merchant. Merchant agrees that all setup fees and/or charges are non-refundable in the event of termination of this
Agreement by either party. Term - The term of this agreement shall be 60 days beginning on the date of acceptance of this agreement. The term shall
automatically renew for successive 30 day periods unless terminated under the terms of this agreement. SI Control - SI reserves the right to delete and to not accept any Store or products and not to index any Store
or products for any reason. SI maintains and controls ownership of any and all IP numbers and addresses that may be assigned to Merchant. SI
reserves, in its sole discretion, the right to change any and all IP numbers and addresses. SI reserves the right to control the header tags
and any other portion of HTML or ASP pages located on its physical servers in order to ensure the proper functioning of features and services for
Merchant and consumers. SI reserves the right to control the form, content, and structure of any URL that uses a domain name owned or leased to
SI or any affiliate of SI. Merchant Control - Merchant will be solely responsible for the data entry, operation, and maintenance of its Store
and/or products and all contents and materials appearing within the store or products, including without limitation a) the accuracy and
appropriateness of content and materials appearing within its Store or products, b) insuring that the content and materials appearing within
its Store or products do not violate or infringe upon the rights of any third party, and c) insuring that the content and materials appearing
within its Store or products are not libelous or otherwise illegal. Merchant will be solely responsible for the final calculation and application
of shipping and sales tax, even when ezVENDOR™ Software has provided a pre-calculation of such. Merchant will also be solely responsible for
accepting, processing, and filling any customer orders, and for handling any customer inquiries or complaints arising therefrom. Termination - SI and Merchant shall have the right to terminate this Agreement upon 30 day written notice to
the other party. SI shall have the right to immediately terminate this Agreement if, in SI's opinion, Merchant is in breach of any term
or condition of this Agreement. Proprietary Rights - SI owns the Software and all associated patents, copyrights, trade secrets, and other
proprietary rights in the Software. No title or ownership in the Software or any of the associated proprietary rights is transferred to
Merchant by this license DISCLAIMER OF WARRANTIES AND LIABILITIES - SI MAKES NO REPRESENTATION OR WARRANTY RELATING TO THE SUBJECT
MATTER OF THIS AGREEMENT, SOFTWARE OR ANY OTHER SERVICE PROVIDED BY SI. 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 AND MALL 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. SI, 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 SI IS AWARE OF THE RISK OF SUCH DAMAGES, THAT RESULT IN ANY WAY FROM MERCHANT'S 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 OR MALL SERVICES OR THE SOFTWARE. SI'S LIABILITY TO MERCHANT SHALL NOT, FOR ANY REASON, EXCEED ONE
HUNDRED DOLLARS ($100.00). MERCHANT AND SI AGREE THAT ANY DAMAGES OR LOSS WHICH MAY OCCUR IS DIFFICULT TO DETERMINE AND THAT THE AFOREMENTIONED
SUM IS A REASONABLE ESTIMATE OF ANY LOSS OR DAMAGES. Assignment - Merchant agrees not to assign or transfer this Agreement , or any interest in this Agreement, without
the express written consent of SI. This Agreement is binding upon the successors in interest of the parties hereto. Force Majeure - Neither party shall be liable for any failure or delay in performing under this Agreement where the
failure or delay is due to causes beyond its reasonable control. Notices - Any notice required under this Agreement shall be in the form of electronic mail or in writing. If in
writing, said notice shall be delivered by overnight delivery service or U.S. mail, certified or registered, postage pre-paid, return receipt
requested. If the notice is to SI the addresses are: sales@ez-vendor.com or Sycamore Internet, A Division of Sycamore Software Development Corp., 10250 Alliance Road, Suite 212, Cincinnati, Ohio 45242. If the notice is to the Merchant, the notice shall be sent
to the address specified by Merchant during the registration process. Legal Relationship - Nothing contained in this Agreement shall be deemed to create an association, joint venture
or partnership between the parties hereto. Neither party shall have the right or authority to create any obligation or make any representation
or warranty, express or implied, on behalf of the other party. Neither party is authorized as an agent or legal representative for the other party. Jurisdiction - This Agreement will be governed by the laws of the State of Ohio. Entire Agreement - This Agreement constitutes the entire agreement between the parties and supercedes all previous
agreements, warranties, representations and statements, both written and verbal.
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