1.0 ACKNOWLEDGMENT AND ACCEPTANCE OF THE AGREEMENT

The Yahoo! Store Designer Referral Service (the “Service”), operated by Yahoo!, Inc. (“Yahoo!”) is provided to you (“you” or “Designer”) under the terms and conditions of this Yahoo! Store Designer Referral Agreement and any amendments thereto and any operating rules or policies (collectively, the "Referral Agreement”). Yahoo! reserves the right, in its sole discretion, to change, modify, add or remove all or part of the Referral Agreement at any time. Designer will receive notice of such changes and/or modifications pursuant to Section 12 regarding notices.

1.1 By accepting the terms and conditions of the Referral Agreement, you (a) represent and warrant that you are 18 years old or older; and (b) agree to provide and maintain true, accurate, current and complete information about yourself as required by the Referral Registration Form. If any information about you provided is or becomes untrue, inaccurate, not current or incomplete, Yahoo! has the right to terminate your account and referral listing and refuse any and all current or future participation in the Service.

1.2 BY COMPLETING THE REFERRAL REGISTRATION PROCESS AND CLICKING THE “I ACCEPT” BUTTON, YOU AGREE TO BE BOUND BY THE REFERRAL AGREEMENT. Note: If any future changes to the terms and conditions are unacceptable to you, you may cancel your account pursuant to Section 5 regarding termination.

2.0 SERVICE DESCRIPTION

2.1 Eligibility. As a condition of participating in the Service, Designer must have successfully created at least one Yahoo! Store which has been accepted into the Yahoo! Store Directory and be a Designer in good standing with Yahoo!. Designer agrees to abide by all terms and conditions for using Yahoo! Store software and services.

2.2 Referral Listing. Yahoo! will list all participating Designers in a directory of Yahoo! Store Designer Referrals. The listing will include (1) Designer’s contact information; (2) Designer’s company logo, if any; (3) links to existing Yahoo! Store(s) created by Designer; and (4) a link to Designer’s Website, if any.

2.3 Referral Payment. Yahoo! shall pay Designer for each referral of a Yahoo! Store Merchant (“Merchant”) who is accepted into the Yahoo! Store directory. Such payment shall be in the amount equal to the first month’s service fee received by Yahoo! from the Merchant. Designer is not entitled to any further revenue or fee from Yahoo!.

2.4 Yahoo!’s Right of Refusal. Yahoo! reserves the right to refuse to accept or to discontinue listing any Designer for any reason. Nothing in this Referral Agreement obligates Yahoo! to link to, accept, host or continue to host any online store or Website anywhere on the Yahoo! site.

3.0 PASSWORD

For the sole purpose of creating a “test drive” Yahoo! Store on behalf of a Merchant, Designer shall receive a password from Yahoo! to provide access to and use of the Yahoo! Store software. When the Store is completed and Merchant is ready to open for business, Merchant may obtain a new password to access the Store. Once Merchant opens the Store for business, Designer shall have no right to access the Store or any content or data in the Store, except with Merchant’s express written authorization.

4.0 PROPRIETARY RIGHTS

4.1 Designer acknowledges and agrees that content available from Yahoo! or Yahoo! Store, including but not limited to text, software, music, sound, logos, trademarks, service marks, photographs, graphics, or video, is protected by copyright, trademark, patent, or other proprietary rights and laws, and may not be used in any manner, except as provided in Section 4.2 or as expressly authorized by Yahoo! for the purpose of creating a Yahoo! Store. Designer may in no event promote, market, resell or sublicense the Yahoo! Store software or services for any purpose other than creating a Yahoo! Store.

4.2 Use of Yahoo! logo. Yahoo! grants you a limited license to include on your Website the unmodified Yahoo! logo provided by Yahoo! for the sole purpose of identifying yourself as a “Participating Designer” in the Yahoo! Store Designer Referral Service. In addition, you may mention on your site that you use Yahoo! Store software to build online stores for your clients. You may not say you are a partner or affiliated with Yahoo! in any way other than as a Participating Designer.

4.3 Unauthorized Access. Designer shall not attempt to gain unauthorized access to any servers controlled by Yahoo!.

5.0 TERMINATION

5.1 Either party may terminate the Referral Agreement on thirty (30) days notice for any reason or no reason. Notwithstanding the foregoing, Yahoo! may, but has no duty to, immediately terminate Designer’s participation in the Service if Yahoo! in its sole discretion concludes that Designer is engaged in illegal activities or is engaged in activities that may violate the rights of Yahoo! or others.

5.2 The provisions of Section 4 (Proprietary Rights), Section 8 (Indemnity), and Section 9 (Disclaimer of Warranties and Limitations on Liabilities) of this Agreement shall survive any termination of the Referral Agreement.

6.0 PRIVACY

6.1 Disclosure. Designer agrees that Yahoo! may disclose any non-public information about Designer, including but not limited to registration information, in the good faith belief that such action is reasonably necessary: (a) to comply with the law; (b) to comply with legal process; (c) to enforce the Referral Agreement; (d) to respond to claims that the Designer is engaged in activities that violate the rights of third parties; or (e) to protect the rights or interests of Yahoo!, Yahoo! Store or others; provided, however, that nothing in this section shall impose a duty on Yahoo! to make any such disclosures.

6.2 Technical Access. Designer acknowledges and agrees that technical processing of information related to Designer or Store is and may be required: (a) for the Yahoo! Store Service to function; (b) to conform to the technical requirements of connecting networks; or (c) to conform to other, similar technical requirements. Designer also acknowledges and agrees that Yahoo! and/or its authorized agents may access Designer’s account and its contents as necessary to identify or resolve technical problems or respond to complaints about the Yahoo! Store Service.

7.0 MAINTENANCE AND SUPPORT

7.1 Designer can obtain assistance with any technical difficulty that may arise in connection with Designer’s utilization of the Yahoo! Store software or services by requesting assistance by email to store-support@cc.yahoo-inc.com. Yahoo! reserves the right to establish limitations on the extent of such support, and the hours at which it is available.

7.2 Designer is responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for its access to and use of the Yahoo! Store software and services and Designer shall be responsible for all charges related thereto.

8.0 INDEMNITY

Designer agrees to indemnify and hold harmless Yahoo!, and its parents, subsidiaries, affiliates, officers, directors, shareholders, employees and agents, from any claim or demand, including reasonable attorney’s fees, made by any third party due to or arising out of Designer’s conduct, Designer’s use of the Yahoo! Store Software or Yahoo! Store Services, Designer’s relationship with any third party, including but not limited to any Merchant, any alleged violation of the Referral Agreement, or any alleged violation of any rights of another, including but not limited to Designer’s use of any content, trademarks, service marks, trade names, copyrighted or patented material, or other intellectual property used in connection with a Store. Yahoo! reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by Designer, but doing so shall not excuse Designer’s indemnity obligations.

9.0 DISCLAIMER OF WARRANTIES AND LIMITATION ON LIABILITIES

THE SERVICE IS 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 NOR ANY DOCUMENTATION FURNISHED UNDER IT IS INTENDED TO EXPRESS OR IMPLY ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE.

DESIGNER ACKNOWLEDGES AND AGREES THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT HIS OR HER OWN DISCRETION AND RISK AND THAT DESIGNER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO HIS OR HER COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA.

YAHOO!, 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 YAHOO! IS AWARE OF THE RISK OF SUCH DAMAGES, THAT RESULT IN ANY WAY FROM DESIGNERS PARTCIPATION IN OR INABILITY TO PARTICIPATE IN THE SERVICE, HIS OR HER RELATIONSHIP WITH THE MERCHANT OR ANY THIRD PARTY, HIS OR HER USE OF OR INABILITY TO USE THE YAHOO! STORE SOFTWARE OR SERVICES, OR THAT RESULT FROM ERRORS, DEFECTS, OMISSIONS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY OTHER FAILURE OF PERFORMANCE OF THE SERVICE, THE YAHOO! STORE SOFTWARE OR SERVICES. YAHOO!S LIABILITY TO DESIGNER SHALL NOT, FOR ANY REASON, EXCEED THE AMOUNT OF THE REFERRAL PAYMENT FOR A SINGLE REFERRAL.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIABILITIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

10.0 NO RESALE OR ASSIGNMENT

Designer agrees not to resell or assign or otherwise transfer its rights or obligations under the Referral Agreement without the express written authorization of Yahoo!.

11.0 FORCE MAJEURE

Neither party shall be liable to the other for any delay or failure in performance or interruption of service under the Referral Agreement resulting directly or indirectly from acts of nature or causes beyond its reasonable control.

12.0 NOTICES

Any notices or communications under the Referral Agreement shall be by electronic mail or in writing and shall be deemed delivered upon receipt to the party to whom such communication is directed, at the addresses specified below. If to Yahoo!, such notices shall be addressed to store-sales@yahoo-inc.com or 3400 Central Expressway, Suite 201, Santa Clara, California 95051, USA. If to Designer, such notices shall be addressed to the electronic or mailing address specified when Designer opens an account with Yahoo! Store, or such other address as either party may give the other by notice as provided above.

13.0 ENTIRE AGREEMENT

The Referral Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous proposals, both oral and written, negotiations, representations, writings and all other communications between the parties.

14.0 GENERAL

The Referral Agreement and the relationship between Designer and Yahoo! shall be governed by the laws of the state of California without regard to its conflict of law provisions. Designer and Yahoo! agree to submit to the personal and exclusive jurisdiction of the Superior Court of the State of California for the County of Santa Clara or the United States District Court for the Northern District of California. Yahoo!s failure to exercise or enforce any right or provision of the Referral Agreement shall not constitute a waiver of such right or provision. If any provision of the Referral Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties intentions as reflected in the provision, and agree that the other provisions of the Referral Agreement remain in full force and effect. Designer agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of or participation in the Service or the Referral Agreement must be filed within one (1) year after such claim or cause of action arose, or be forever barred.

The section titles in the Referral Agreement are for convenience only and have no legal or contractual effect.

I HAVE READ AND UNDERSTANDING THE FOREGOING AGREEMENT AND AGREE TO BE BOUND BY ALL OF ITS TERMS.