A.  WebsiteMall's Terms and Conditions for Customers

By using the WebsiteMall.net web site ("WM" or the “Site”), a service of WebsiteMall, LLC, you (the “user”) agree to be bound by the following terms and conditions (the “Terms and Conditions” or the "Agreement"), and all documents contained herein.

Before you may become a member of WM, you must read and accept all the terms and conditions in the Agreement. The Agreement is effective on February 1, 2009.

1. WM is a Venue

WM acts as agent of businesses and individuals who want to sell their products or services to allow users who comply with WM policies to buy these goods and services within a fixed price format.

2. Membership Eligibility

Age: WM's services are available only to, and may only be used by, individuals who are 18 years and older who can form legally binding contracts under applicable law. Individuals under the age of 18 can use this service only in conjunction with and under the supervision of a parent or legal guardian. In this case, the adult is the user and is responsible for any and all activities.

Compliance: You agree to comply with all local laws regarding online conduct and acceptable content. You are responsible for all applicable taxes. In addition, you must abide by WM’s policies as stated in the Agreement and WM’s Privacy and Pricing Policies, and all documents contained herewith.

Password: Keep your password secure. You are fully responsible for all activity, liability and damage resulting from your failure to maintain password confidentiality. You agree to immediately notify WM of any unauthorized use of your password or any breach of security. You also agree that WM cannot and will not be liable for any loss or damage arising from your failure to keep your password secure.

Fees and Termination: If WM terminates your account, if you close your account, or if the payment of your WM fees cannot be completed for any reason, you remain obligated to pay WM for all unpaid fees plus any penalties, if applicable. If you have a question or wish to dispute a charge, contact WebstieMall at 201-445-0098.

3. Information Control

WM is not responsible for the availability of outside websites or resources linked to or referenced on the Site. WM does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such websites or resources. You agree that WM shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such websites or resources.

4. Resolution of Disputes and Release

In the event a dispute arises between you and WM, please conract WbsiteMall at 201-445-0098.

5. WM's Intellectual Property

WM, and other WM graphics, logos, designs, page headers, button icons, scripts, and service names are registered trademarks, trademarks or trade dress of WebsiteMall, LLC. in the U.S. and/or other countries. WM's trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names or email addresses, in connection with any product or service in any manner that is likely to cause confusion.

6. Breach

Without limiting any other remedies, WM may, without notice, and without refunding any fees, delay or immediately remove Content, warn WM’s community of a user’s actions, issue a warning to a user, temporarily suspend a user, temporarily or indefinitely suspend a user’s account privileges, terminate a user’s account, prohibit access to the Site, and take technical and legal steps to keep a user off the Site and refuse to provide services to a user if any of the following apply:

WM suspects (by information, investigation, conviction, settlement, insurance or escrow investigation, or otherwise) a user has breached this Agreement, or other policy documents and community guidelines incorporated herein; WM is unable to verify or authenticate any of your personal information or Content; Or WM believes that a user is acting inconsistently with the letter or spirit of WM’s policies, has engaged in improper or fraudulent activity in connection with WM or the actions may cause legal liability or financial loss to WM's users or to WM.

7. Privacy

Except as provided in WM’s Privacy Policy WM will not sell or disclose your personal information (as defined in the Privacy Policy) to third parties without your explicit consent. WM stores and processes Content on computers located in the United States that are protected by physical as well as technological security.

8. No Warranty

WM, WM'S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND WM'S SUPPLIERS PROVIDE WM'S WEB SITE AND SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. WM, WM'S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND WM'S SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM WM SHALL CREATE ANY WARRANTY. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.

9. Liabity Limit

IN NO EVENT SHALL WM, AND (AS APPLICABLE) WM'S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR WM'S SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SITE, WM’S SERVICES, OR THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOST PROFITS, BODILY INJURY, EMOTIONAL DISTRESS, OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES.

WM'S LIABILITY, AND (AS APPLICABLE) THE LIABILITY OF WM'S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO WM IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) $100. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

10. Indemnity

YOU AGREE TO INDEMNIFY AND HOLD WM AND (AS APPLICABLE) WM'S PARENT, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES, HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS' FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR BREACH OF THIS AGREEMENT OR THE DOCUMENTS IT INCORPORATES BY REFERENCE, OR YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF A THIRD PARTY.

11. No Guaranty

WM does not guarantee continuous, uninterrupted access to the Site, and operation of the Site may be interfered with by numerous factors outside WM’s control.

12. Legal Compliance

You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of WM’s service and your purchase or solicitation of offers to purchase.

13. Severability

If any provision of this Agreement is held unenforceable, then such provision will be modified to reflect the parties' intention. All remaining provisions of this Agreement shall remain in full force and effect.

14. Choice of Law

This Agreement shall in all respects be interpreted and construed with and by the laws of the State of New Jersey and disputes arising under this Agreement will be adjudicated by the courts of the State of New Jersey.

15. Notices

Except as explicitly stated otherwise, any notices shall be given by postal mail to WM Attn: Legal Affairs Officer; 555 Goffle Road, Suite 106, Ridgewood, NJ 07450. Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, WM may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to WM. In such case, notice shall be deemed given three days after the date of mailing.

16. Disclosures

The services hereunder are offered by WM Inc., located at 555 Goffle Road, Suite 106, Ridgewood, NJ 07450. If you are a New Jersey resident, you may have this same information emailed to you by sending a letter to the foregoing address with your email address and a request for this information.

B.  Subscribing Stores Participation Agreement

Welcome to the WebsiteMall.net site (the "Site") and our selling services (the "Services"). Any entity or individual who wants to access the Site for the purpose of using the Services to sell items must accept the terms and conditions of this Participation Agreement without change. BY APPLYING FOR MEMBERSHIP AND BY USING THE SERVICES, YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS PARTICIPATION AGREEMENT, AND ALL POLICIES AND GUIDELINES OF THE SITE ARE INCORPORATED BY REFERENCE.

Website Mall LLC ("Website Mall ") reserves the right to change any of the terms and conditions contained in this Participation Agreement or any policies or guidelines governing the Site or Services, at any time and in its sole discretion. Any changes will be effective upon posting of the revisions on the Site. All notice of changes to this Participation Agreement will be posted on the Site for fifteen (15) days. You are responsible for reviewing the notice and any applicable changes. Changes to referenced policies and guidelines may be posted without notice to you. YOUR CONTINUED USE OF THIS SITE AND THE SERVICES FOLLOWING WEBSITE MALL 'S POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS. IF YOU DO NOT AGREE TO ANY CHANGES TO THIS PARTICIPATION AGREEMENT, DO NOT CONTINUE TO USE THE SERVICES OR THIS SITE.

1. Eligibility. Use of the Site and Services is limited to parties that lawfully can enter into and form contracts under applicable law. For example, minors are not allowed to use the Services. To register, you must provide your Company’s name and or dba, your real name, address, phone number, e-mail address, and valid credit card information. You represent that you have all requisite right, power and authority to enter into this Participation Agreement and perform your obligations hereunder. Website Mall reserves the right to request any additional information that it may deem necessary to evaluate your eligibility. In the case of businesses, eligibility will be limited to applicants that can demonstrate valid documentation, such as relevant Certificates of Incorporation or Formation and proper U.S. government issued identification tax numbers.

2. Sellers' Listing Fees and Payment Terms. Please review the Fee Schedule and Payment Terms contained in the Website Mall FAQ Section. All fees are in U.S. dollars unless stated otherwise and are incorporated herein by reference. The Fees may vary in the future. The Fee Schedule and Payment Terms in effect on the date of sale of the item shall govern the transaction. You should check the fees and terms each time you participate. All fees, including but not limited to subscription plan fees, are payable upon demand on a Visa, MasterCard, American Express, or Discover credit card. By listing an item for sale on the Site, you authorize Website Mall  to charge your credit card for amounts due.

3.  Applicable Policies and Guidelines. You agree to abide by the procedures and guidelines incorporated in this Participation Agreement.  We may change these procedures and guidelines in the future, and such changes will be effective immediately upon posting without notice to you.

4.  Website Mall 's Role. Website Mall  provides a platform for third-party sellers ("Sellers") and buyers ("Buyers") to negotiate and complete transactions. acting as agent of the Seller. As a Seller, you may list any item on the Site unless it is prohibited by law. Without limitation, you may not list any item or link or post any related material that (a) infringes any third-party intellectual property rights (including copyright, trademark, patent, and trade secrets) or other proprietary rights (including rights of publicity or privacy); (b) constitutes libel or slander or is otherwise defamatory; or (c) is counterfeited, illegal, stolen, or fraudulent. It is up to the Seller to accurately describe the item for sale .

5. The Website Mall  Payment Service. IN ORDER TO SELL ITEMS IN WEBSITE MALL  , YOU MUST REGISTER WITH WEBSITE MALL  AND USE THE WEBSITE MALL  PAYMENT SERVICE (the "Payment Service").

a. The Payment Service facilitates the purchase of Seller items listed on the Site. A Buyer's authorized credit card payment ("Payment Transaction") is credited to a registered Seller's Account Summary, and funds are periodically transferred to the Seller's designated checking account ("Seller's Account"). Alternatively, eligible Sellers may opt to purchase a WebsiteMall.net gift certificate with funds from a payment transaction to the extent that Website Mall  offers such an option. The Buyer may authorize a Payment Transaction with any major credit card accepted by Website Mall . The Payment Service helps facilitate Website Mall  transactions and is not the purchaser of the Seller's goods. Seller will resolve any dispute directly with Buyer or with the assistance of the WebsiteMall.net and not through the Payment Service.  Seller must provide us true and accurate information when applying for the Service and must maintain and update that information as applicable. Seller will not impersonate any person or use a name he or she is not legally authorized to use. Seller authorizes us to verify his or her information (including any updated information), to obtain credit reports about Seller in order to approve Seller for use of the Payment Service and also from time to time while Seller is registered with the Payment Service (including credit reports about Seller's spouse if Seller lives in a community property state).

b. The Payment Service is available to individuals and businesses who meet the terms of eligibility for the Website Mall  online selling community, who have been issued a credit card by a United States bank, and whose applications are acceptable to Website Mall . Payment Transactions can be credited only to bank checking accounts in the United States.

c. The Payment Service is generally available seven (7) days per week, twenty-four (24) hours per day, except for scheduled downtime due to system maintenance. We can initiate Payment Transaction credits to Seller's Account only on a Business Day when the automated clearinghouses are open for business. For purposes of this Participation Agreement, a Business Day is a Monday through Friday, excluding federal banking holidays. We will inform you of each completed transaction using our standard procedures. In addition, you can access your Payment Service transaction information online in your Seller Account. You may access the Seller's Transactions feature only with a browser that is compatible with the Payment Service, including any security features that are a part of the Payment Service.

d. Website Mall will settle refunds of disputed sales with the seller by charging Seller’s account with Website Mall. Balances will be payable upon demand on a Visa, MasterCard, American Express, or Discover credit card. Seller authorizes Website Mall to use any or all of the foregoing methods to seek reimbursement, including the debiting of Seller’s credit card or checking account.

e.  All balances for a given 14-day period will be reflected in the Seller's Account Summary. We will initiate a credit to Seller's Account on a rolling monthly cycle ("Payment Date") based on the original date of Seller's registration with the Payment Service or on the next Business Day if the scheduled Payment Date falls on a non-Business Day. If Seller requests a change to the scheduled Payment Date, the 14-day cycle will be reset to the requested Payment Date.

f.  Transfers to the Seller's Account will generally be credited within five Business Days of the date we initiate the transfer. On occasion, we may send Seller a paper check instead of an electronic credit to Seller's bank account. We will do so, for instance, if Seller's bank will not accept an electronic credit to Seller's Account.

g  If we reasonably conclude based on information available to us that Seller's actions and/or performance in connection with the Services may result in a significant number of Buyer disputes, chargebacks or other claims, then we may, in our sole discretion, delay initiating any remittances and withhold any payments to be made or that are otherwise due to you in connection with the Services or this Participation Agreement for the shorter of: (a) a period of 90 days following the initial date of suspension; or (b) completion of any investigation(s) regarding any Seller actions and/or performance in connection with this Participation Agreement. We will not be liable to Seller if we act in accordance with the provisions of this Section.

h.   All notices will be sent by e-mail or will be posted on the Site or by any other means then specified by Website Mall . We will send notices to Seller at the e-mail address maintained in Website Mall 's records for Seller. Seller will monitor his or her e-mail messages frequently to ensure awareness of any notices sent by us.

i. There is no fee for registering for the Payment Service. The fees for using the Payment Service in Website Mall  listings are included in the Website Mall  listing fees. We may, in our sole discretion, waive, reduce, or reverse charges or fees for a specific transaction.

j. We may refuse service to anyone for any reason. We may earn interest or other compensation from the balances in our bank accounts that result from the timing difference between our being paid by Buyer and our bank account being debited to pay Payment Transaction credits to Seller. We reserve the right to seek reimbursement from Seller if we, in our sole discretion, decide to reimburse Buyer, provide a refund to Buyer if Seller cannot promptly deliver the goods, discover erroneous or duplicate transactions, or receive a chargeback from Buyer's credit card issuer for the amount of Buyer's purchase from Seller. We may obtain such reimbursement by deducting from future payments owed to Seller, reversing any credits to Seller's Account, charging against gift certificates held in Seller's GC Account (if any) that were purchased with Payment Transaction Funds, charging Seller's credit card, or seeking such reimbursement from Seller by any other lawful means. You authorize us to use any or all of the foregoing methods to seek reimbursement, including the debiting of your credit card or checking account.

k. Seller may terminate his or her participation in the Payment Service at any time by informing us using the standard method then-currently provided by Website Mall  for such termination, and we may terminate Seller's participation in the Payment Service at any time without notice to Seller. Upon termination, Seller must pay us whatever fees were incurred prior to the effective date of the termination. Also upon termination, any pending transactions will be canceled.

l. We reserve the right, upon termination, to set off against any payments to be made to Seller, an amount determined by us to be adequate to cover chargebacks and refunds from Seller's Account for a prospective three-month period. At the end of such three-month period following termination, we will refund any amount not used to offset chargebacks and refunds to Seller, or seek reimbursement from Seller via any of the means authorized above for any additional amount required to offset chargebacks and refunds, as applicable.

6. Website Mall  Reservation of Rights. Website Mall  retains the right to determine the content, appearance, design, functionality and all other aspects of the Site and the Services (including the right to re-design, modify, remove and alter the content, appearance, design, functionality, and other aspects of the Site and the Service and any element, aspect, portion or feature thereof, from time to time), and to delay or suspend listing of, or to refuse to list, or to de-list, or to require Seller not to list, any or all products in our sole discretion. We may in our sole discretion withhold for investigation, refuse to process, restrict shipping destinations for, stop and/or cancel any of your transactions. You will stop and/or cancel orders of your products if we ask you to do so (provided that if you have transferred your products to the applicable carrier or shipper, you will use commercially reasonable efforts to stop and/or cancel delivery by such carrier or shipper). You will refund any customer (in accordance with this Participation Agreement) that has been charged for an order that we stop or cancel.

7. Website Mall  Participation. Employees of Website Mall  and its affiliates are permitted to participate in their personal capacity (i.e., not as Website Mall  employees, representatives, or agents of Website Mall  or its affiliates) in the transactions conducted through this Site (unless they have confidential information about a particular item). Employees of Website Mall  and its affiliates, when participating in any transaction in their personal capacity, are subject to this Participation Agreement and the same procedures and guidelines contained in the Help Section as any Buyer or Seller on this Site.

8. Your Obligation. By entering into this Participation Agreement and posting a listing for fixed price sale, you agree to complete the transaction as described by this Participation Agreement. You acknowledge that by not fulfilling these obligations, your action or inaction may be legally actionable.

9. Sales, Use, or Similar Taxes. You agree that it is the Seller's responsibility to determine whether sales, use, or similar taxes apply to the transactions and to collect, report, and remit the correct tax to the appropriate tax authority. You also agree that Website Mall  is not obligated to determine whether sales, use, or similar taxes apply and is not responsible to collect, report, or remit any sales, use, or similar taxes arising from any transaction.

10. Returns and Refunds. For all of your products  Seller will abide by Website Mall’s Policy for Return and Refunds and accept and process returns and refunds relating to Seller’s products in accordance with this Participation Agreement and the posted policies at the time of the applicable order. Seller will determine and calculate the amount of all refunds (including any taxes, shipping and handling charges or other charges to be refunded) and will route all refunds through Website Mall . We will provide any refunds to the customer (which may be in the same payment form originally used to purchase your product), and you will reimburse us for all amounts refunded.

12. Password Security. Your password may be used only to access the Site, use the Services, electronically sign your transactions, and review your completed transactions. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your account) and are solely responsible for any use of or action taken under your password on this Site. If your password is compromised, you must change your password.

13. Illegal Activity

a. Compliance with Laws; Fraud. The Site and Services may be used only for lawful purposes and in a lawful manner. You agree to comply with all applicable laws, statutes, and regulations. You may not register under a false name or use an invalid or unauthorized credit card. You may not impersonate any participant or use another participant's password(s). Such fraudulent conduct is a violation of federal and state laws. Fraudulent conduct may be reported to law enforcement, and Website Mall  will cooperate to ensure that violators are prosecuted to the fullest extent of the law.

b. Investigation. Website Mall  has the right, but not the obligation, to monitor any activity and content associated with this Site and investigate as we deem appropriate. Website Mall  also may investigate any reported violation of its policies or complaints and take any action that it deems appropriate. Such action may include, but is not limited to, issuing warnings, suspension or termination of service, denying access, and/or removal of any materials on the Site, including listings. Website Mall  reserves the right and has absolute discretion to remove, screen, or edit any content that violates these provisions or is otherwise objectionable.

c. Disclosure of Information. Website Mall  also reserves the right to report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other third parties. In order to cooperate with governmental requests, to protect Website Mall 's systems and customers, or to ensure the integrity and operation of Website Mall 's business and systems, Website Mall  may access and disclose any information it considers necessary or appropriate, including but not limited to user contact details, IP addressing and traffic information, usage history, and posted content.

14. Privacy; Use of Website Mall  Transaction Information.

Read the WebsiteMall.net Privacy Notice. The Privacy Notice may be changed by us in the future. You should check the Privacy Notice frequently for changes. Website Mall  and its affiliates may communicate with you in connection with your listings, sales, and the Services, electronically and in other media, and you consent to such communications regardless of any "Customer Communication Preferences" (or similar preferences or requests) you may have indicated on the Site or by any other means. When you use the Services , some personally identifiable information about you, including your feedback and the e-mail address associated with your account, may be displayed on the Site and may be viewed by potential buyers.

15. No Warranties. THE SITE AND THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS. Website Mall  MAKES NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION:

a. THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT;

b. THAT THE SITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OR OPERATE WITHOUT ERROR;

c. THAT THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THE SITE WILL BE AS REPRESENTED BY SELLERS, AVAILABLE FOR SALE AT THE TIME OF FIXED PRICE SALE, LAWFUL TO SELL, OR THAT SELLERS OR BUYERS WILL PERFORM AS PROMISED;

d. ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; AND

e. ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF Website Mall .

TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW, Website Mall  DISCLAIMS ANY AND ALL SUCH WARRANTIES.

16. Indemnity/Limitation of Liability.

a. Indemnity and Defense. You will defend, indemnify and hold harmless Website Mall  and its affiliates (and their respective employees, directors, agents and representatives) from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including reasonable attorneys' fees) arising out of any Claim that arises out of or relates to: (i) any actual or alleged breach of your representations, warranties, or obligations set forth in this Participation Agreement; or (ii) your own website or other sales channels, the products you sell, any content you provide, the advertisement, offer, sale or return of any products you sell, any actual or alleged infringement of any intellectual property or proprietary rights by any products you sell or content you provide, or Seller Taxes or the collection, payment or failure to collect or pay Seller Taxes. For purposes hereof: "Claim" means any claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity; and "Seller Taxes" means any and all sales, use, excise, import, export, value added and other taxes and duties assessed, incurred or required to be collected or paid for any reason in connection with any advertisement, offer or sale of products by you on or through the Site, or otherwise in connection with any action, inaction or omission of you or any of affiliate of yours, or any of your or their respective employees, agents, contractors or representatives.

b. Limitation of Liability. WEBSITE MALL  WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE PARTICIPATION AGREEMENT, THE SITE, THE SERVICES, THE INABILITY TO USE THE SERVICES, OR THOSE RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES.

17. Applicable Law. The laws of the state of New Jersey govern this Participation Agreement and all of its terms and conditions, without giving effect to any principles of conflicts of laws or the Convention on Contracts for the International Sale of Goods. Any dispute with Website Mall  or its affiliates relating in any way to these terms and conditions or your use of the Services in which the aggregate total claim for relief sought on behalf of one or more parties exceeds $7,500 shall be adjudicated in any state or federal court in Bergen County, New Jersey, and you consent to exclusive jurisdiction and venue in such courts.

18. Your Grant. By entering into this Participation Agreement and listing an item, you grant us a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of the content you submit to Website Mall  and its affiliates, and to sublicense the foregoing rights to our affiliates and operators of any website or other online point of presence (other than the Site) through which the Site and/or products or services available thereon are syndicated, offered, merchandised, advertised or described; provided, however, that we will not alter any of your trademarks (i.e., trademarks of yours that you provide to us in non-text form for branding purposes that are separate from and not embedded or otherwise incorporated in any product specific information or materials) from the form provided by you (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal requests as to specific uses of your trademarks (provided you are unable to do so using standard functionality made available to you via the Site or Services); provided further, however, that nothing in this Participation Agreement will prevent or impair our right to use without your consent the content and any other materials provided by you, to the extent that such use is allowable without a license from you or your affiliates under applicable law (e.g., fair use under copyright law, referential use under trademark law, or valid license from a third party). You represent and warrant that you own or otherwise control all of the rights to the content you submit to Website Mall  and its affiliates, and that the use of such materials by Website Mall  and its affiliates will not infringe upon or violate the rights of any third party.

19.  Termination. Website Mall , in its sole discretion, may terminate this Participation Agreement, access to the Site or the Services, or any current fixed price sales immediately without notice for any reason.

20. General Provisions

a. Entire Agreement. This Participation Agreement, including any terms and conditions incorporated herein by reference, and the general terms and conditions of the Site, including but not limited to the Privacy Notice and Conditions of Use, constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersedes and cancels all prior and contemporaneous agreements, claims, representations, and understandings of the parties in connection with the subject matter hereof.

b. Severability. If any provision of this Participation Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions.

c. No Waiver. We will not be considered to have waived any of our rights or remedies described in this Participation Agreement unless the waiver is in writing and signed by us. No delay or omission by us in exercising our rights or remedies will impair or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy. Website Mall 's failure to enforce the strict performance of any provision of this Participation Agreement will not constitute a waiver of Website Mall 's right to subsequently enforce such provision or any other provisions of this Participation Agreement.

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