This Terms of Service Agreement ("Agreement") is entered into as of the date on which the Customer first activates his shopping cart by using the Shopping Cart Direct services (Shopping Cart Direct is provided by MCY Media Corp.) ("Effective Date") by and between MCY Media Corp. ("MCY Media") and Customer ("Customer").

R E C I T A L S

WHEREAS, MCY Media is a service provider that offers access to, and use of the Shopping Cart Direct service, and implementation support to initiate such access and use.
WHEREAS, Customer wants to retain MCY Media to allow Customer to access and use the Shopping Cart Direct service under the terms and conditions set forth in this Agreement.
NOW THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, Customer and MCY Media agree to the foregoing and as follows:

ARTICLE 1-GENERAL

1.1 Overview of Agreement. This Agreement represents the terms and conditions under which MCY Media shall provide Customer access to, and use of the Shopping Cart Direct service subscribed to, which may be amended from time to time to reflect additional or amended MCY Media Services ordered by Customer. Shopping Cart Direct shall be provided to Customer via the Internet’s world wide web. Additional services and/or deliverables may be procured consistent with the terms of this Agreement. Any attempt to alter or amend the terms and conditions contained in this Agreement through conflicting or inconsistent terms in any other document shall be void and of no force and effect.

ARTICLE 2-MCY MEDIA SERVICES

2.1 Equipment. Customer will be responsible for procuring, at Customer's sole expense, all equipment or other software, if any, required to use Shopping Cart Direct or any of MCY Media's additional products and services.

2.2 Access Rights. All Customers/store owners of MCY Media’s Shopping Direct service must be at least 18 years of legal age. During the term of this Agreement, Customer will have a limited, revocable, non-transferable and non-exclusive license for Customer’s employees ("Authorized Users") to use the Shopping Cart Direct service and related documentation solely for Customer's business purposes consistent with the terms and conditions of this Agreement. MCY Media will issue to one Authorized User an individual logon identifier and password ("Administrator's Logon") for purposes of administering the Shopping Cart Direct service. Customer acknowledges and agrees that only its designated Administrator shall be authorized to bind Customer in connection with any service provided to Customer under this Agreement. Using Administrator's Logon, the designated Administrator shall assign each remaining Authorized User a unique logon identifier and password and assign and manage the business rules that control each such Authorized User's access to the Shopping Cart Direct services. Customer shall use its reasonable efforts to see that each Authorized User will: (a) be responsible for the security and/or use of his or her logon identifier; (b) not disclose such logon identifier to any person or entity; (c) not permit any other person or entity to use his or her logon identifier; (d) use the Shopping Cart Direct service consistent with the assigned business rules; and (e) use the Shopping Cart Direct service in accordance with the terms and conditions of this Agreement. Customer will be responsible for: (f) advising each Authorized User of his or her obligations under this Agreement and of the license restrictions set forth in this Agreement; and (g) any and all costs and expenses incurred through the authorized use of Customer's Logon. MCY Media reserves the right to deny, suspend or revoke access to the Shopping Cart Direct service, in whole or in part, if MCY Media believes Customer and/or its Authorized Users are in breach of this Agreement or are otherwise using or accessing the Shopping Cart Direct service inconsistent with the terms and conditions of this Agreement.

2.3 Restrictions. Customer agrees that Customer and its Authorized Users will not: (a) sell, lease, license or sublicense the Shopping Cart Direct service; (b) modify, change, alter, translate, create derivative works from, reverse engineer, disassemble or decompile the Shopping Cart Direct service in any way for any reason; (c) provide, disclose, divulge or make available to, or permit use of the Shopping Cart Direct service by, any third party; (d) copy or reproduce all or any part of the Shopping Cart Direct service (except as expressly provided for herein); (e) interfere, or attempt to interfere, with the Shopping Cart Direct service in any way; (f) engage in spamming, mailbombing, spoofing or any other fraudulent, illegal or unauthorized use of the Shopping Cart Direct Service; (g) knowingly introduce into or transmit through the Shopping Cart Direct service any virus, worm, trap door, back door, timer, clock, counter or other limiting routine, instruction or design; (h) remove, obscure or alter any copyright notice, trademarks or other proprietary rights notices affixed to or contained within the Shopping Cart Direct service; or (i) engage in or allow any action involving the Shopping Cart Direct service that is inconsistent with the terms and conditions of this Agreement. Customer agrees that no illegal products and/or information will be placed on the site, nor will there be any links to illegal products or information placed anywhere within the Customer’s site. While owning, operating and/or ordering MCY Media’s Shopping Cart Direct service, Customer agrees to abide by any and all legal rules and regulations set by federal, state and local laws pertaining to his/her business and its operations. Customer is solely responsible for charging appropriate taxes for his/her products and/or services as regulated and observed by federal and state tax laws.

2.4 Audit Rights. MCY Media shall have the right, during the term of this Agreement and for a period of six (6) months thereafter, upon reasonable notice and at reasonable times, to access Customer's location and files to inspect Customer's use of the Shopping Cart Direct service, as well as computers and equipment used in connection therewith. Customer shall cooperate fully with any such audit or inspection. In the event that any audit shows any misuse, violation or breach of the Shopping Cart Direct service or this Agreement, MCY Media shall be entitled to pursue any remedies available to it under this Agreement or otherwise at law or in equity.

2.5 Non-Exclusivity. The parties acknowledge and agree that MCY Media is providing access to and use of the Shopping Cart Direct service to multiple customers and that such services are non-exclusive and non-transferable.

2.6 Availability. MCY Media shall use commercially reasonable efforts to keep the Shopping Cart Direct service available on a 24 hour a day, 7 day a week basis, subject to scheduled downtime for maintenance purposes, unscheduled maintenance and systems outages. The parties acknowledge that since the Internet is neither owned nor controlled by any one entity, MCY Media makes no guarantees that any given user will be able to access the Shopping Cart Direct service at any given time, and MCY Media shall not be liable to Customer for failure of accessibility to the Shopping Cart Direct service. Nor shall MCY Media be held responsible in any way for the loss of any of the stores’ sales or information due to any technical errors or problems, regardless of the error or problem’s source.

2.7 MCY Media's Licensors.

2.7.1 Terms and Conditions applicable to services provided by MCY Media's Licensors. Customer acknowledges and agrees that the Shopping Cart Direct service may be provided, in some cases, by third party Licensors to MCY Media (hereinafter “Third Party Licensors”). For all the Shopping Cart Direct Services that are provided by Third Party Licensors to MCY Media, Customer agrees with and shall abide by all Third Party Licensor terms and conditions, if any. Such Third Party Licensor terms and conditions are available upon request (the “Additional Terms and Conditions”). Any Additional Terms and Conditions are in addition to and supplement the terms and conditions provided in this Agreement. Customer acknowledges and agrees that it will be subject to all Additional Terms and Conditions and that all such Additional Terms and Conditions shall be incorporated into the terms and conditions of this Agreement as if set forth fully herein. Customer further agrees that it will be subject to all Additional Terms and Conditions where Customer elects to add services to its Services Package.

2.7.2 Changes to MCY Media Licensors. Customer acknowledges that MCY Media may, at its sole discretion, change any Third Party Licensors that provide services under this Agreement, or add or delete discrete services from the Shopping Cart Direct service. MCY Media agrees to use reasonable efforts to prevent any service interruptions associated with MCY Media's decision, if any, to change Third Party Licensors. In the event that MCY Media changes Third Party Licensors, MCY Media may provide Customer with notification of changes in Third Party Licensors and/or refer Customer to information that may be posted on MCY Media's website relative to that change which shall become Additional Terms and Conditions for the purposes of this Agreement. In the event of such change, Customer shall be entitled to terminate this Agreement immediately.

ARTICLE 3-FEES; PAYMENT TERMS

3.1 Application and Use Fee. All rates and prices quoted herein are in U.S. Dollars. Regardless of whether or not you use the Shopping Cart Direct services, technologies, tools and/or products, MCY Media will charge you for your Shopping Cart Direct account. Any and all charges will appear on your monthly credit card statement. You understand and agree that the Service provided by MCY Media is billed in advance and all charges represent the next billing cycle's full service. The first charge will incur after MCY Media had completed their portion of the store’s design and/or layout, regardless of whether or not the Customer has begun to upload his/her products and information into the store, and regardless of whether or not the Customer has begun to sell any of his/her products and/or services. MCY Media reserves the right to change billing method and/or billing company at any time, provided that appropriate notification is given to all its customers. Current charges are not prorated upon cancellation and/or termination. On any amounts not paid when due, you agree to pay interest at the highest rate allowed by law. A Twenty Dollar ($20) collection fee will be charged for all dishonored checks. A Fifteen Dollar ($15) fee will be assessed if a) your credit card denies payment because of an invalid credit card number or the account has insufficient funds and/or b) your account is restarted because of termination due to non-payment and/or c) your account is cancelled for any other reason. MCY Media reserves the right to cancel the Customer's Shopping Cart Direct account immediately if credit card denies payment. Customer shall pay any applications fees, user fees, including but not limited to monthly fees, any taxes according to the Shopping Cart Direct service's then-applicable fee schedule. MCY Media reserves the right to increase or decrease the monthly service fees every six months, provided that MCY Media notifies the Customer at least 30 days in advance. With the purchase of the SCD service, MCY guarantees the original purchase price of the service only up to the first 20,000 hits per month to the Customer’s store. There will be an additional fee of $6.99 for each additional 20,000 hits per month to the Customer’s store.

3.2 Late Payments. If Customer fails to pay any fees by the applicable due date, MCY Media will have the right to: (a) assess late charges in an amount equal to the greater of five percent (5%) per month or the maximum allowable under applicable law; and/or (b) suspend access to any or all of the Shopping Cart Direct service and/or performance of the services provided by MCY Media hereunder and/or terminate this Agreement. Any such suspension or termination will not relieve Customer from paying any outstanding fees plus interest and late charges. Customer will be responsible for any costs associated with collecting such fees including, without limitation, legal costs, attorneys’ fees, court costs and collection agency fees.

3.3 Taxes. Customer will pay or reimburse MCY Media for all sales, use, transfer, privilege, excise and all other taxes and all duties, whether international, national, state or local, however designated, which are levied or imposed by reason of the performance by MCY Media under this Agreement, excluding, however, income taxes or gross receipts taxes which may be levied against MCY Media. Such taxes may be reflected on Customer invoices.

3.4 Free Design. Free Design of website/store for each customer includes and is limited to creation and design of logo, graphics, site layout, text fonts, and site colors. Free Design does NOT include the installation of product/company information, product images, text, or the addition of any new, unadvertised features and/or tools. If a customer requests a type of unadvertised design or feature/tool implementation to be custom created for their website, the request MAY OR MAY NOT be fulfilled at the sole discretion of MCY Media. Furthermore, an additional charge may apply, and will be determined by MCY Media at the time of the customer's request.

ARTICLE 4-LIMITED WARRANTIES

4.1 Customer Warranty. Customer represents and warrants to MCY Media that: (a) Customer has the authority to enter into this Agreement and perform its obligations under this Agreement; (b) Customer and its Authorized Users will only use the Shopping Cart Direct service for lawful purposes and will not violate any law of any country or the intellectual property rights of any third party; and (c) Customer warrants that it is not located in a country where export or re-export of the contents of information received via the Internet is prohibited. Should Customer receive notice of any claim regarding the Shopping Cart Direct service, Customer shall promptly provide MCY Media with a written notice of such claim.

4.2 MCY Media Warranty. MCY Media warrants that: (a) MCY Media has the authority to enter into this Agreement and perform its obligations under this Agreement; and (b) MCY Media will perform the services required under this Agreement in a professional and workmanlike manner.

4.3 Disclaimer. EXCEPT AS OTHERWISE SET FORTH HEREIN, MCY MEDIA MAKES NO REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO ANY OF THE SERVICES AND/OR ACCESS TO OR USE OF THE SHOPPING CART DIRECT SERVICE PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. MCY MEDIA SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.

ARTICLE 5-LIMITATION OF LIABILITY

MCY MEDIA'S LIABILITY UNDER THIS AGREEMENT FOR ANY DIRECT DAMAGES OF ANY KIND WILL NOT EXCEED AN AMOUNT EQUAL TO THE AMOUNT PAID BY CUSTOMER TO MCY MEDIA THROUGH THE DATE MCY MEDIA'S LIABILITY TO CUSTOMER ACCRUES. IN NO EVENT SHALL MCY MEDIA BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS. ANY CLAIM AGAINST A STORE/WEBSITE UNDER MCY MEDIA’S SHOPPING CART DIRECT SERVICE WILL AUTOMATICALLY BE TRANSFERRED TO THE STORE/WEBSITE OWNER, AS MCY MEDIA WILL NOT BE RESPONSIBLE FOR OR INVOLVED WITH, IN ANY WAY, ANY CLAIMS OR SUITS FILED AGAINST ANY STORE/WEBSITE UNDER ITS SHOPPING CART DIRECT SERVICE.

ARTICLE 6-INDEMNIFICATION

Customer agrees to indemnify, defend (at MCY Media's sole option and at Customer's sole expense) and hold harmless MCY Media, its managers, directors, officers, employees, independent contractors and agents, and defend any action brought against same with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys' fees, to the extent that such action is based upon a claim arising out of or relating to Customer's use of and/or access to the Shopping Cart Direct service or any additional services provided hereunder. Customer specifically acknowledges that MCY Media shall not be liable to Customer for losses, if any, incurred as a result of fraudulent or unauthorized misuse of the Shopping Cart Direct service.

ARTICLE 7-CONFIDENTIAL INFORMATION

"Confidential Information" will include the terms of this Agreement, any software provided by MCY Media under this Agreement, the logon identifiers and/or passwords provided to Customer and each Authorized User, the prices and fees charged under this Agreement, any other materials marked confidential by Customer or MCY Media and any other information conveyed under this Agreement that is identified in writing as confidential at the time of its conveyance. Each party acknowledges and agrees that: (a) the Confidential Information constitutes valuable trade secrets of the party owning such Confidential Information; (b) it will use Confidential Information solely in accordance with the provisions of this Agreement; and (c) it will not disclose, or permit to be disclosed, the Confidential Information of the other party to any third party without the disclosing party's prior written consent. Each party will take all reasonable precautions necessary to safeguard the confidentiality of the other party's Confidential Information including, at a minimum, those precautions taken by a party to protect its own Confidential Information, which will in no event be less than a reasonable degree of care. Confidential Information will not include information that is: (d) publicly available; (e) already in the other party's possession and not subject to a confidentiality obligation; (f) obtained by the other party from any source without any obligation of confidentiality; (g) independently developed by the other party without reference to the disclosing party's Confidential Information; or (h) required to be disclosed by order of a court or other governmental entity; provided no less than ten (10) days written notice is given to the party owning such Confidential Information so that such party may obtain a protective order or other equitable relief.

ARTICLE 8-PROPRIETARY RIGHTS

8.1 Property Rights. No right (except for the license granted in Section 2.2), title or interest of intellectual property or other proprietary rights in and to the Shopping Cart Direct and/or other products or services made available under this Agreement is transferred to Customer hereunder. The unique code, and/or logos and designs that are created for the Customer's Shopping Cart Direct account will belong exclusively to MCY Media, and at no time throughout the term of this agreement and thereafter will any proprietary rights of this code be given to the Customer. MCY Media and its third party licensors retain all rights, designs, logos, title and interests, including, without limitation, all copyright, intellectual property and other proprietary rights in and to the Shopping Cart Direct service and/or other products or services provided under this Agreement. Customer will retain all right, title and interest to the documents created only by Customer. MCY Media is the sole owner of all codes and designs used for the stores and will not be given to the customer at any time. Furthermore, MCY Media has the authorization to change, edit, update, add, or remove new and/or existing code to the stores of new and/or existing customers at anytime.
8.2 Prohibited Product. Customer agrees that he/she owns all of the products being sold through his/her website, and that he/she owns the right to sell and distribute his/her company’s products, and that the sale of the product(s) is in accordance with state laws and is not against any state law(s) that prohibit the selling of the product(s).

ARTICLE 9-TERM AND TERMINATION

9.1 Term. This Agreement will commence as of the Effective Date and shall continue thereafter on a month to month basis unless terminated pursuant to Section 2.7.2, 9.2 or 9.3, OR UPON THIRTY (30) DAYS’ WRITTEN NOTICE BY CUSTOMER TO MCY MEDIA.

9.2 Termination by MCY Media. MCY Media shall have the right, upon seven (7) days written notice to Customer, to terminate this Agreement if: (a) Customer fails to timely pay MCY Media any amount due to MCY Media under this Agreement; (b) Customer materially breaches any term or condition this Agreement, provided such breach is not cured by Customer within thirty (30) calendar days following MCY Media's notice to Customer of such breach; or (c) Customer (i) terminates or suspends its business activities; (ii) becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to direct control of a trustee, receiver or similar authority; or (iii) becomes subject to any bankruptcy or insolvency proceeding under federal or state statutes.

9.3 Termination by Customer. Customer will have the right, upon thirty (30) days written notice to MCY Media, to terminate this Agreement of Customer's Shopping Cart Direct account for any reason.

9.4 Obligations upon Termination or Expiration and Non-Renewal. Upon the expiration and non-renewal or termination of this Agreement for any reason: (a) Customer's access to, and use of, the Shopping Cart Direct service will terminate; (b) Customer will return to MCY Media any and all of the Shopping Cart Direct service's equipment, software, documentation or other deliverables provided to Customer by MCY Media including any copies thereof held by Customer; (c) MCY Media will deliver to Customer all Customer documents and other materials stored by Customer on the Shopping Cart Direct Network; and (d) each party shall return any and all Confidential Information in its possession to the party that disclosed such Confidential Information and provide written verification of same.
9.5 Survival. Any provisions of this Agreement that by their nature should survive termination of this Agreement will survive termination of this Agreement, including but not limited to Section 2.4, and Articles 6, 7, and 8.

ARTICLE 10-MISCELLANEOUS

10.1 Notices. Any written notice required or permitted to be delivered pursuant to this Agreement will be in writing and will be deemed delivered: (a) upon delivery if delivered in person; (b) three (3) business days after deposit in the United States mail, registered or certified mail, return receipt requested, postage prepaid; (c) upon transmission if sent via telecopier, with a confirmation copy sent via overnight mail; (d) one (1) business day after deposit with a national overnight courier; (e) upon transmission if sent via e-mail with a telecopy sent the same day, in each case addressed, in the case of Customer, the address listed in MCY Media's records, or in the case of MCY Media, to 8040 Remmet Ave. #1, Canoga Park, CA 91304 (or to such other address as may be specified upon notice).

10.2 Assignment. Customer will not assign or otherwise transfer this Agreement, in whole or in part, nor delegate or subcontract any of its rights or obligations hereunder, without MCY Media's prior written consent, which consent may be withheld, delayed or conditioned in MCY Media's discretion. MCY Media will have the right to assign this Agreement, in whole or in part, to a third party at any time upon written notice to Customer.

10.3 Force Majeure. Neither party shall have any liability to the other or to third parties for any failure or delay in performing any obligation under this Agreement due to circumstances beyond its reasonable control including, without limitation, acts of God or nature, actions of the government, fires, floods, strikes, civil disturbances or terrorism, or power, communications, satellite or network failures.

10.4 Waiver. Any waiver or modification of this Agreement will not be effective unless executed in writing and signed by an authorized representative of MCY Media and Customer. The parties expressly disclaim the right to claim the enforceability or effectiveness of: (a) any amendments to this Agreement that are not executed by an authorized representative of MCY Media and Customer; (b) any oral modifications to this Agreement; and (c) any other amendments that are based on course of dealing, waiver, reliance, or similar legal theory. The parties expressly disclaim the right to enforce any rule of law that is contrary to the terms of this Section. The failure of either party to enforce, or the delay by either party in enforcing, any of its rights under this Agreement will not be deemed to be a waiver or modification by such party of any of its rights under this Agreement.

10.5 Severability. If any provision of this Agreement is held to be unenforceable, in whole or in part, such holding will not affect the validity of the other provisions of this Agreement, unless MCY Media in good faith deems the unenforceable provision to be essential, in which case MCY Media will have the right to terminate this Agreement in accordance with Section 10.2.

10.6 Public Announcements. Customer grants MCY Media the right to use Customer's name in press releases, product brochures and financial reports indicating that Customer is a customer of Shopping Cart Direct.

10.7 Counterparts. This Agreement may be executed in counterparts, each of which so executed will be deemed to be an original and such counterparts together will constitute one and the same agreement.

10.8 Third Party Beneficiaries. Customer acknowledges that some of the Shopping Cart Direct services may be provided by Third Party Licensors. Third Party Licensors are third party beneficiaries to this Agreement, and there are no other third party beneficiaries to this Agreement.

10.9 Governing Law; Jurisdiction; Dispute Resolution with Third Party Licensors. This Agreement will be interpreted and construed in accordance with the laws of the State of California, without regard to conflict of law principles. All disputes arising out of this Agreement shall be brought only in the district and federal courts located in or for Los Angeles County, California. EACH PARTY CONSENTS TO THE EXCLUSIVE PERSONAL JURISDICTION AND VENUE OF THE COURTS, STATE AND FEDERAL, LOCATED IN OR FOR LOS ANGELES COUNTY, CALIFORNIA.

10.10 Non-solicitation. Customer acknowledges and agrees that the employees and consultants of MCY Media are a valuable asset to MCY Media and difficult to replace. Accordingly, Customer agrees that, during the term of this Agreement and for a period of twelve (12) months after the expiration and non-renewal or termination of this Agreement, Customer will not solicit or attempt to solicit any employee or consultant of MCY Media.

10.11 Headings. The headings used herein are for reference and convenience only and shall not enter into the interpretation hereof.

10.12 Entire Agreement. This Agreement contains the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter.