LARCOMMALL.COM E-ETORE AGREEMENT This agreement describes the entire terms and conditions for leasing a 1 year e-store on the Larcommall.com website. Larcommall.com is operated by Larcom Inc. In this agreement, Larcommall.com and Larcom Inc. are collectively referred to as "Larcommall.com". In this agreement, the term "Participant" refers to you (the applicant). Wherever the agreement refers to "you" or "your", it means "the Participant"; "we" or "our" refer to Larcommall.com. BY COMPLETING THE SERVICE REGISTRATION FORM AND CLICKING THE "I ACCEPT" BUTTON, YOU REPRESENT AND WARRANT THAT YOU ARE 18 YEARS OF AGE OR OLDER, THAT YOU AGREE TO PROVIDE TRUE AND ACCURATE INFORMATION AS PROMPTED BY THE REGISTRATION FORM, AND THAT YOU AGREE TO BE BOUND BY THIS AGREEMENT. In order to participate in the Mall E-store Agreement, you will need to provide a valid, operational email address. We will not share your email information with a third party. DESCRIPTION OF LARCOMMALL.COM SUBMIT SERVICE: Larcommall.com Submit is a fee-based service that allows you to pay for expedited consideration of your web site for possible inclusion in Larcommall.com 's Mall of ecommerce websites (the "Mall"). Inclusion in the Mall is not guaranteed. When you submit through Larcommall.com Submit, Larcommall.com 's Mall team will review your site for compliance with minimum site criteria (see section 3.0 below) and respond to your request for inclusion in the Mall on an expedited basis. In consideration of your payment and participation in Larcommall.com Submit in accordance with this Agreement, Larcommall.com agrees that its Mall team will review your site for possible inclusion in the Mall, and respond to you within seven (7) business days from the date that you submit your site for consideration (excluding holiday periods observed by Larcommall.com and any delays due to problems processing your request). Response times are measured on Larcommall.com 's mail servers. The current fee for Larcommall.com Submit for initial 1st year inclusion in Larcommall.com is a fee of US $799. You acknowledge that the payment of this fee is for consideration of your site AND DOES NOT IN ANY WAY GUARANTEE THAT YOUR SITE WILL BE INCLUDED IN THE MALL. Your payment only guarantees that Larcommall.com will consider and respond to your request within seven business days, by either accepting or not accepting your site. NOTHING IN THIS AGREEMENT OBLIGATES LARCOMMALL.COM TO LIST, LINK TO, ACCEPT OR OTHERWISE HOST YOUR SITE ANYWHERE ON LARCOMMALL.COM OR IN THE MALL. IN ADDITION, IF YOUR SITE IS ACCEPTED, NOTHING IN THIS AGREEMENT OBLIGATES LARCOMMALL.COM TO PLACE YOUR SITE WITHIN A SPECIFIC CATEGORY OR SUBCATEGORY OF THE MALL, OR TO PROVIDE ANY COMMENTS OR ANNOTATIONS WITH THE LISTING OF YOUR SITE. All web sites submitted to Larcommall.com Submit must meet the following minimum criteria: • If the site is a commercial web site, the official business name must be visible to any visitor to that site; • The site must clearly define its purpose, products, and/or services; • The site may not appear in the Mall under a different URL; • If the site is applicable to a specific geographic region, the address must be visible to any visitor to that site; • The site must not contain any parts under construction; • All links on the site must function properly; • The site must be in the English language (or have an English version available); • The site must support multiple browsers and capabilities (e.g., no Java-only sites); • The site must be up and running 24 hours a day, 7 days a week; • The site must not be dedicated to directing the user to another page; • The page may not give the search engine different content than what the end-user sees. THESE CRITERIA ARE MINIMUM REQUIREMENTS ONLY, AND LARCOMMALL.COM, IN ITS SOLE DISCRETION, MAY CONSIDER OTHER CRITERIA BEFORE ACCEPTING, REJECTING OR REMOVING A SITE. SELECTION AND LISTING OF SITES: Larcommall.com reserves the right to decide whether, where, and how a site is listed in the Mall. If Larcommall.com accepts your site for inclusion in the Mall, Larcommall.com will consider your preferences, but reserves the right to list your site in any category or subcategory, as Larcommall.com deems appropriate, in its sole discretion. Larcommall.com reserves the right not to include any specific keywords, comments, or annotations with the listing of a site in the Mall. Larcommall.com also reserves the right, in its sole discretion, to remove your site from the Mall, move the listing to a different category or subcategory, and change or remove any keywords, comments, or annotations at any time, for any reason, including but not limited to, a change in the nature, business, goods, or services or content available on the site. Please note: Larcommall.com does not accept listings for online gambling sites and prescription drug sites. Online gambling sites are those that have gambling as their central theme, including those that accept wagers or require payment in exchange for the chance to win prizes, as well as sites that offer both information and links related primarily to the promotion of online gambling. Prescription drug sites are those that sell prescription drug products, as well as sites that offer information or links related primarily to the sale of prescription drugs. Any and all press releases and other public announcements related to your inclusion or possible inclusion in the Mall, including the method and timing of such announcements, must be approved in advance by Larcommall.com in writing. Larcommall.com reserves the right to withhold approval of any public announcement in its sole discretion. Businesses that DO NOT QUALIFY for a Larcommall.com Mall E-Store include: Any site that displays any of the following content shall be immediately removed from the Larcommall.com website, in Larcommall.com's sole and absolute discretion: • Sites that promote sexually explicit material. • Sites that promote violence. • Sites that promote discrimination based on race, sex, religion, national origin, physical disability, sexual orientation or age. • Sites that promote illegal activities. • Sites that contain defamatory, libelous, harmful material or otherwise infringe upon the rights of any third parties. • Sites that are inconsistent with Larcommall.com policies and/or practices. FEEDBACK: Larcommall.com will contact Applicant by email describing whether the site has been accepted or rejected. If the site is rejected, Applicant is entitled to request one reconsideration (or appeal) of the site at no additional charge by sending an email to the address provided by Larcommall.com, or a refund of Applicant’s incurred fees will be issued. Larcommall.com must receive the Applicant's email within thirty days from the date that Larcommall.com transmits the rejection email to the Applicant. If the request is timely received, Larcommall.com will again review the Applicant's site and will then notify Applicant of its final decision regarding including the site in the Mall. If Larcommall.com reaffirms its denial of the site, no further appeals or submissions will be considered. If Larcommall.com accepts a suggested site, Applicant is entitled to request one reconsideration of the placement of the site, comment fields, title, etc, at no additional charge by sending an email to the address provided by Larcommall.com. Larcommall.com must receive the Applicant's email within thirty days from the date that Larcommall.com transmits the acceptance email to the Applicant. If a timely request is received, Larcommall.com will again review the Applicant's site and will then notify Applicant of its final decision regarding the site. Once a site is included in the Mall, if Applicant makes any substantial changes to the site, Applicant must comply with Larcommall.com 's standard change process form to make any changes to the listing in the Mall. APPLICANT PRIVACY : Larcommall.com maintains information about Applicant on Larcommall.com servers, including but not limited to Applicant's registration information. Applicant agrees that Larcommall.com may use such information in aggregate form for marketing or other promotional purposes. Applicant agrees that Larcommall.com may disclose such information in the good faith belief that such action is reasonably necessary: (a) to comply with the law or legal process; (b) to enforce this Agreement; or (c) to protect the rights or interests of Larcommall.com or others; provided, however, that nothing in this section shall impose a duty on Larcommall.com to make any such disclosures. Larcommall.com may contact Applicant regarding Larcommall.com Submit using the Applicant's email address provided during the registration process (or as updated by Applicant). Such email messages may contain opportunities regarding special offers and new products from Larcommall.com 's advertisers. FORCE MAJEURE: Larcommall.com is not liable for any delay or failure in performance under the Agreement resulting directly or indirectly from acts of God, terrorism, or other causes beyond its reasonable control. Web Site Service Interruption: Larcommall.com will make every effort to keep its Web site operational. However, certain technical difficulties may from time to time result in temporary service interruptions. The Participant agrees not to hold Larcommall.com liable for any of the consequences of such interruptions. Term of the Agreement: This term will begin on the date that your application is approved by Larcommall.com, and shall end when canceled by either party as provided below. The Agreement May be Modified: Larcommall.com reserves the right to change any of the terms and conditions in this agreement, at any time and in its sole discretion, by posting a new agreement on our Web site. Without limiting the generality of the foregoing, and all other provisions of this agreement are subject to change without notice other than posting such information on our Web site. Participant may not change or modify this Agreement. Cancellation of this Agreement: Either Larcommall.com or the Participant, acting in their sole discretion, may choose to cancel this agreement at any time by written notice of cancellation to the other. Warranty Disclaimer: Larcommall.com makes no warranties, representations or conditions with regard to the program or, except as expressly set forth in Larcommall.com, whether express or implied, arising by law or otherwise, including without limitation any implied warranty of merchantability or fitness for a particular purpose or non-infringement or any implied warranty arising out of course of performance, course of dealing or usage of trade. Limitation of Damages: Larcommall.com shall have no liability for any indirect, incidental, special or consequential damages or any loss of revenue or profits arising under or with respect to this agreement or the program, even if Larcommall.com has been advised of the possibility of such damages. E-stores: An E-Store in Larcommall.com has a standard term of 1 year (12 months) A single e-store consists of a storefront custom tailored for your company linking to either your website or information supplied by you. Single e-store include one storefrong under one category. (Example: Women’s Clothing) By requesting a e-store in Larcommall.com via telephone or website sign up, you are agreeing to be bound by the Mall E-store Agreement. Your request for inclusion within The Larcommall.com enters you into a legal and binding contract for services related to your specific store(s) in the mall and advertising related to the promotion of your estore(s). You agree to the use of your company Logo and specific identifying information concerning your company either supplied by you, retrieved from your company website or found at other sources throughout. By requesting e-store in Larcommall.com, you are acknowledging that you have the legal and professional capacity within your company to make financial decisions relating to paid advertising for your company. Representations and Warranties: The Participant represents and warrants that it has the necessary and full rights, power, authority and capabilities to enter into this Agreement and to perform its obligations hereunder; that it owns or controls the rights granted or licensed to the other party herein; and that the execution of and performance of its obligations under this Agreement will not violate the rights of any third party, nor any applicable federal, state and local law or regulation. Payment: By requesting e-store in Larcommall.com, you are obligating yourself as your company's representative to make the appropriate payment arrangements for your e-store(s) in the mall. You must pay in U.S. dollars, by credit card or branded debit/check card. Payments are made in advance of e-storesonline via Paypal email invoice, direct email invoicing or advance pay followed by an email receipt for your records. Occasionally, at our discretion we will make other arrangements for payment in good faith. Arrangements made other than prepay does not negate our claim to payment for services rendered. Payment for an e-store is due upon receipt of invoice for the e-store(s). Discounts and specials are made from time to time but become void if payment is not made to terms. Customer may pay their bill by direct debit, credit card, echeck, utilizing Pay-pal or by mailing a check or money order to the remittance address set forth in the invoice emailed to Customer. If payment is returned or rejected by a bank or other financial institution for any reason (i.e., non-sufficient fund or NSF check, overdrawn account for pre-authorized payment, over the limit credit, expired date on credit card), then Customer shall pay a $25 return or rejection charge and any other applicable fees incurred. Customer authorizes Larcommall.com to refer its account, if past due, to attorneys and / or collection agencies for further action and further agree that if any invoice is not paid by you or your company within fifteen days after it is rendered, it will be subject to a 10% service charge. A fee at the rate of 1.5 % per month (or the maximum rate allowed by law) is incurred thereafter. Customer shall also pay any and all costs, fees and expenses that Larcommall.com incurs to collect any charges from Customer, including without limitation all court costs, attorneys' fees and collection agency fees and commissions as allowed by law. Failure to pay to terms will result in your company contact information being removed from your storefront, i.e. street address, phone, fax and cell numbers. Website and email links will be redirected to an internal Suspended or On Hold page. The phrase "THIS E-STORE HAS BEEN SUSPENDED UNTIL FURTHER NOTICE" will be placed in the contact area of the storefront. This phrase will be linked to an internal page "Suspended or On Hold" which gives a possible reason why the E-store was suspended. Your E-store t will remain online (less contact information) and time will continue to be deducted from the E-store term. All information will be restored when payment in full has been received. Time lost for non-payment or breach of this agreement will not be reinstated. We may, in good faith, wait up to three months before suspending a E-store. Companies with suspended e-stores are still responsible for full payment including but not limited to late fees that have incurred. Commissions: To be listed on Larcommall.com participant agrees that, according to Larcom’s current commission schedule, participant shall compensate Larcom Inc any commissions owed from the final sale price of item sold through Larcommall.com The current Larcommall.com commission schedule for retail stores are as follows: a) For any purchase of $99 or less commission is 5% b) For any purchase of $100 or more commission is 8% Commissions are to be paid on the 1st and the 15th or each month, and must include The current Larcommall.com commission schedule for service oriented businesses are as follows: a) 5% for all services. The current Larcommall.com commission schedule for automobile dealers are as follows: a) 4% on all automobiles sold for $4999.99 or less. b) 2% on all automobiles sold for $5,000 or more. Commissions are to be paid on the 1st and the 15th or each month, and must include commissions on each product sold through Larcommall.com for the 15 days prior to the 1st or the 15th. The participant shall also pay Larcommall.com all commissions through PayPal. Invoices are sent to customer via email only. Customer must request alternate invoicing if needed. Cancellation: Cancellation of your e-store must be made within three (3) business days from the date that you are first notified of your e-store(s) being placed online. At which time a full refund will be made with the exception of fees incurred from payment method used. There will be no refunds issued after the cancellation period has elapsed. Cancellation policy also applies for e-stores that are not a pre-paid with the exception that cancellation must be made within three (3) business days from the date that your E-store(s) are online. At this time you will receive an invoice by Electronic mail (E-Mail). Failure to cancel your E-store(s) within the specified period will then place you invoice due within 15 days. Failure to cancel your E-store(s) within three business days constitutes your acceptance of the E-store(s) as is. Cancellation of E-store(s) must be made in writing by one of the following methods; Electronic mail (Email), facsimile or USPS. Phone calls will not be accepted as cancellation. Indemnification: The Participant shall defend, indemnify and hold harmless Larcommall.com, Larcom Inc., its parent, subsidiary and affiliated companies and its and their directors, officers, employees, affiliates and agents, against any claim, demand, cause of action, debt or liability, including reasonable attorney's fees, to the extent that (i) it is based upon a breach of Participant's representations, warranties or obligations hereunder; (ii) it arises out of the negligence or willful misconduct of Participant; or (iii)it is based upon Participant's violation of any applicable federal, state or local law or regulation in providing products or services hereunder. Miscellaneous: Participant and Larcommall.com are independent contractors and nothing in this agreement is intended to or will create any form of partnership, joint venture, agency, franchise, and sales representative or employment relationship between the parties. Participant shall not assign this Agreement, by operation of law or otherwise, without the prior written consent of Larcommall.com. Subject to the foregoing restriction, this agreement is binding upon, insures to the benefit of and is enforceable by the parties and their respective successors and assigns. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the parties with respect to the Service and supersedes all previous or contemporaneous proposals, both oral and written, representations, writings and all other communications between the parties with respect to such subject matter, excluding the Larcommall.com Terms of Service and the Larcommall.com Privacy Policy. Governing Law: This agreement shall be governed by the laws of the United States and the State of Michigan without reference to its choice of law principles. Larcom Inc., 2009. All rights reserved.