Merchant Policy

MERCHANT MEMBER PROGRAM AGREEMENT v3.0

This Agreement, by and between All Enthusiast, Inc., ("All Enthusiast, Inc."), a Texas corporation, and Participating Merchant ("Merchant") (as hereinafter defined) is entered into, (i) following your indication of acceptance of, and agreement with, all of the terms and conditions set forth herein ("Acceptance") by subscribing to the Merchant Member Program on the webpage where this Agreement appears at http://www.resellerratings.com/forum/payments.php, or by your verbal or written authorization by phone or email to All Enthusiast, Inc to manually subscribe you to the Merchant Member Program, and (ii) upon All Enthusiast, Inc.'s acceptance of you as a member of the Merchant Member Program (as hereinafter defined).

1. DEFINITIONS

As used in this Agreement, the following terms shall have the following respective meanings:

• (a) "Acceptance" has the meaning set forth in the first paragraph of this Agreement;
• (b) "Merchant" or "you" (and in the possessive form, "your") means the corporation, limited liability company, partnership, other business entity or individual (i) named in, and provided as part of, the registration form for the All Enthusiast, Inc. Merchant Member Program and (ii) accepted by All Enthusiast, Inc. as a member of its Merchant Member Program;
• (c) "Merchant Member Program" has the meaning of and shall refer to access provided by All Enthusiast, Inc. to restricted content and services, as administered by All Enthusiast, Inc. and/or its agents or representatives;
• (d) "All Enthusiast, Inc." means All Enthusiast, Inc., Inc., a Texas corporation or any successor thereto;
• (e) "All Enthusiast, Inc. Intellectual Property" has the meaning set forth in Section 7(c) hereof;
• (f) "All Enthusiast, Inc.'s Marks" has the meaning set forth in Section 7(c) hereof;
• (g) "All Enthusiast, Inc.'s Web site" means All Enthusiast, Inc.'s ResellerRatings Web site, accessible through the URL www.resellerratings.com;
• (h) "Claim" has the meaning set forth in Section 9(a) hereof.;
• (i) "Confidential Information" has the meaning set forth in Section 12(b) hereof;
• (j) "Disclosing Party" has the meaning set forth in Section 12(b) hereof;
• (k) "Indemnified Party" has the meaning set forth in Section 9(b) hereof;
• (l) "Licensed Property" means the demographic, survey, and reviews data, made available by All Enthusiast, Inc. as part of its Merchant Member Program;
• (m) "Payment" means the financial compensation payable to All Enthusiast, inc. by or on behalf of Merchant for monthly access to the Merchant Member Program; and
• (n) "Receiving Party" has the meaning set forth in Section 12(b) hereof.
• (o) "HTML Advertisement" means a Merchant Member Program sales package option commonly known as the Reviews Page HTML Advertisement, consisting of a 750 pixel wide by 75 pixel tall advertising spot on Merchant's reviews page
.
• (p) "Logo Advertisement" means a Merchant Member Program sales package option commonly known as the Homepage 125x50 Logo Advertisement, consisting of a 125 pixel wide by 50 pixel tall advertising spot on the ResellerRatings.com homepage.

2. ENROLLMENT IN THE MERCHANT MEMBER PROGRAM

• (a) To begin the enrollment process in the Merchant Member Program, you will submit a complete subscription order application via the All Enthusiast, Inc. Web site. All Enthusiast, Inc. will evaluate your application and upon approval will notify you in a timely manner.
• (b) Upon your acceptance as a Merchant in the Merchant Member Program, All Enthusiast, Inc. will make available to you, via an electronic mail address, as specified by you in your application, password information to allow access to the Merchant Member Program.

3. CERTAIN ALL ENTHUSIAST, INC. OBLIGATIONS

• (a) All Enthusiast, Inc. will make available to Merchant access to various tools, as described at merchant-solutions.
• (b) All Enthusiast, Inc. will continually update such tools and features as new tools and features are developed.

4. CERTAIN MERCHANT OBLIGATIONS

• (a) Merchant shall be responsible for payment of the mutually agreed upon monthly or annual fee for access to the Merchant Member Program. Failure to pay the fee may result in immediate termination of this Agreement;
• (b) Merchant shall be responsible for abiding by the Terms and Conditions of Use of the Web site and shall be responsible for abiding by the terms of this Agreement.
• (c) Merchant agrees that the HTML Advertisement, if included in Merchant's sales package, shall not consist of more than 50 kilobytes of data, including all graphics and HTML source code, and shall not contain any code intended to redirect a user's web browser from one webpage to another.
• (d) Merchant agrees that the Logo Advertisement, if included in Merchant's sales package, shall not consist of more than 5 kilobytes of data, and shall be a static, non-animated GIF or JPG image featuring Merchant's logo. Merchant understands that the Logo Advertisement will be rotated with logo advertisements from other paying advertisers and the Logo Advertisement shall therefore not be shown on every page view.

5. LICENSES; PROPRIETARY RIGHTS

• (a) Subject to the terms and conditions of this Agreement, All Enthusiast, Inc. hereby grants Merchant a revocable, nontransferable, royalty-free license, solely as contemplated in this Agreement, to the Licensed Property, for the purposes of commercial research and review;
• (b) Merchant shall not challenge the validity of, or attempt to create any derivative works from any of the Licensed Property. Merchant acknowledges that it has no proprietary rights in any All Enthusiast, Inc. Marks or any copyrighted content or other intellectual property of All Enthusiast, Inc. (collectively, "All Enthusiast, Inc. Intellectual Property"), and Merchant shall not challenge All Enthusiast, Inc.'s proprietary rights in or to any of the All Enthusiast, Inc. Intellectual Property. Merchant acknowledges that all uses of All Enthusiast, Inc. Intellectual Property, and all goodwill associated therewith, shall inure solely to the benefit of All Enthusiast, Inc.
• (c) The license to the Licensed Property, granted under this Agreement, shall be revoked upon termination of this Agreement, and Merchant shall immediately destroy all Licensed Property.

6. REPRESENTATIONS AND WARRANTIES

• (a) All Enthusiast, Inc. represents and warrants to Merchant as follows: All Enthusiast, Inc. has the requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The entry into this Agreement by All Enthusiast, Inc. and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of All Enthusiast, Inc.. Upon acceptance of you as a member of the Merchant Member Program, following your Acceptance, this Agreement will be deemed to have been duly executed and delivered by All Enthusiast, Inc.
• (b) Merchant represents and warrants to All Enthusiast, Inc. as follows: Merchant has the requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The entry into this Agreement by Merchant and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate or other relevant action on the part of Merchant. Upon acceptance of you as a member of the Merchant Member Program, following your Acceptance, this Agreement will be deemed to have been duly executed and delivered by you, and is a valid and binding obligation of Merchant.

7. INDEMNIFICATION

• (a) Merchant agrees to indemnify, hold harmless, and defend All Enthusiast, Inc., its subsidiaries, affiliates, or any related companies (including those which share substantially common ownership), and its officers, directors, employees, agents, insurers, and representatives of any of them (collectively the "Released Parties") from any and all claims, demands, actions, causes of action, suits, sums of money, judgments, controversies, and liabilities whatsoever, at law or in equity, arising from or in any way resulting from Merchant's use of this Web site;
• (b) Merchant agrees to indemnify, hold harmless, and defend All Enthusiast, Inc., it subsidiaries, affiliates, or any related companies (including those which share substantially common ownership), and its officers, directors, employees, agents, insurers, and representatives of any of them (collectively the "Released Parties") from any an all claims, demands, actions, causes of action, suits, sums of money, judgments, controversies, and liabilities whatsoever, at law or in equity, arising from or in any way resulting from Merchant's use of or participation in the Merchant Member Program.
• (c) To the extent it is aware of a third party claim, All Enthusiast, Inc. shall inform Merchant of any person making or presenting a claim hereunder (a "Claimant") and shall give Merchant: (i) reasonably prompt notice of the relevant Claim; provided, however, that failure to provide such notice shall not relieve Merchant from its liability or obligation hereunder except to the extent of any material prejudice directly resulting from such failure, (ii) reasonable cooperation, at Merchant's expense, in the defense of such Claim. All Enthusiast, Inc. shall be deemed to have informed Merchant by contacting Merchant at the contact information provided in Merchant's application for the Merchant Member Program.
• (d) The Indemnified Party shall have the right to control the defense and settlement of any such Claim; provided, however, that the Indemnified Party shall not, without the prior written approval of Merchant, settle or dispose of any Claim in any manner that adversely affects Merchant's rights or interests, which approval shall not be unreasonably withheld.

8. FRAUD

• (a) Merchant shall not commit fraud or falsify information in any manner whatsoever in connection with the Merchant Member Program, including, without limitation, by (i) submitting fraudulent or inaccurate reviews of products to All Enthusiast, Inc.'s Web site, (ii) falsely denying the existence of a valid point-of-sale or other transaction reviewed in the Web site, (iii) using the Merchant Member Program to harass or threaten reviewers, or (iii) any other non-truthful use of the Merchant Member Program.
• (b) Merchant shall be liable to All Enthusiast, Inc. for any and all damages that All Enthusiast, Inc. suffers as a result of any such actions. Further, in connection with any such actions, All Enthusiast, Inc. expressly reserves the right to pursue all causes of action in connection with such fraudulent activity to the extent permissible under applicable law.

9. TERM; TERMINATION

(a) The term of this Agreement shall commence upon All Enthusiast, Inc.'s acceptance of you as a member of the Merchant Member Program and shall continue from month to month until terminated by either All Enthusiast, Inc. or Merchant in accordance with the terms hereof.

(b) This Agreement may be terminated by the parties as follows:

i. by All Enthusiast, Inc., immediately upon notice by All Enthusiast, Inc. to Merchant if All Enthusiast, Inc. determines, in its sole discretion, that Merchant has breached the provisions of this Agreement; ii. by either party if the other party breaches any material term or condition of this Agreement and such breach is not cured within five days after written notice from the non-breaching party; iii. by either party, without cause, upon ten days' prior written notice. (c) Pursuant to the provisions of this Section, Merchant agrees to provide notice of cancellation to All Enthusiast, Inc. on or before the 25th day of the current 30 day billing cycle. Failure to do so will result in Merchant being charged for the following month. Merchant accepts that no full or partial refunds will be issued.

10. CONFIDENTIALITY

• (a) Each party acknowledges that it may be furnished Confidential Information pursuant to this Agreement. As a condition to being furnished Confidential Information, the Receiving Party: (i) will keep the Confidential Information of the Disclosing Party confidential and will not (except as required by applicable law, regulation or legal or judicial process, and only after compliance with subsection (c) below), without the Disclosing Party's prior written consent, disclose any of the Disclosing Party's Confidential Information in any manner whatsoever and (ii) will use such Confidential Information solely in connection with its performance of its obligations under this Agreement and shall make no use of any such Confidential Information, directly or indirectly, in any manner to the detriment of the Disclosing Party or in order to obtain any competitive benefit with respect to the Disclosing Party. The Receiving Party shall make all necessary and appropriate efforts to safeguard the Receiving Party's Confidential Information from disclosure to anyone other than as permitted hereby.
• (b) The term "Confidential Information" will not, however, include information which (i) is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party hereto, (ii) was available to a party hereto on a nonconfidential basis prior to its disclosure to the Receiving Party, (iii) becomes available to the Receiving Party on a nonconfidential basis from a source (other than in connection with this Agreement) which, to the best knowledge of the Receiving Party, after due inquiry, is not prohibited from disclosing such information by a legal, contractual or fiduciary obligation or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.
• (c) Confidential Information shall remain the property of the Disclosing Party thereof.
• (d) Merchant agrees that any information received under this Premium Content Agreement shall be used only for research purposes and shall not be used for purposes not supported by this Agreement.

11. LIMITATION OF LIABILITY

• (a) ALL ENTHUSIAST, INC. SHALL NOT BE LIABLE TO MERCHANT FOR DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, LIQUIDATED, SPECIAL OR EXEMPLARY DAMAGES OR PENALTIES (EVEN IF ALL ENTHUSIAST, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) INCLUDING, BUT NOT LIMITED TO, LOSSES OF BUSINESS, REVENUE OR ANTICIPATED PROFITS.
• (b) THE PARTIES AGREE THAT ALL ENTHUSIAST, INC. SHALL IN NO CASE BE FOUND LIABLE FOR DAMAGES IN AN AMOUNT EXCEEDING MONIES RECEIVED FROM MERCHANT OVER THE COURSE OF THE PERFORMANCE OF THIS AGREEMENT.
• (c) ALL ENTHUSIAST, INC. SHALL NOT BE LIABLE TO MERCHANT FOR DAMAGES, INCLUDING BUT NOT LIMITED TO LOSSES OF BUSINESS REVENUE OR ANTICIPATED PROFITS, ARISING OUT OF THE CONTENT OF ANY USER REVIEW OR ANY USER POSTING WHICH HAS EVER BEEN POSTED TO THE RESELLERRATINGS WEB SITE, INCLUDING BUT NOT LIMITED TO ANY USER REVIEW OR USER POSTING WHICH CONTAINS SLANDEROUS, DEFAMATORY, LIBELOUS, ILLEGAL, FALSE, INACCURATE, THREATENING, OR MISLEADING STATEMENTS.

12. DISCLAIMER OR WARRANTIES

ALL INFORMATION PRESENTED ON THIS WEB SITE IS "AS IS". ALL ENTHUSIAST, INC. MAKES NO WARRANTIES OTHER THAN THE LIMITED WARRANTIES EXPRESSLY STATED IN THIS AGREEMENT. MERCHANT WAIVES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO (A) IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, (B) WARRANTIES AS TO THE QUALITY OR PERFORMANCE OF THE MATERIALS, INFORMATION, GOODS, SERVICES, TECHNOLOGY AND/OR EDITORIAL CONTENT PROVIDED UNDER THIS AGREEMENT AND (C) WARRANTIES AS TO THE PERFORMANCE OR FAILURE OF SYSTEMS, SOFTWARE, HARDWARE OR TELECOMMUNICATIONS.

13. MISCELLANEOUS

(a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of California, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.

(b) This Agreement (including the documents and Web site pages referred to herein) constitutes the entire agreement, and supersedes all prior agreements, both oral and written, between the parties with respect to the subject matter of this Agreement.

(c) All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally, sent by documented overnight delivery service, sent by email (if to All Enthusiast, Inc., to contact@resellerratings.com and if to Merchant, to the email address supplied by Merchant as part of its application for the Merchant Member Program) or by U.S. certified or registered mail, return receipt requested, to the appropriate address for a party set forth below (or at such other address for a party as shall be specified by like notice):

If to All Enthusiast, Inc.: By email: staff@resellerratings.com By postal mail:

All Enthusiast, Inc. 1650 N. Main St, Suite #229 Walnut Creek, CA 94596

If to Merchant:

To the address, physical or email, as specified by Merchant as part of its registration for the Merchant Member Program

(d) Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part by Merchant without the prior written consent of All Enthusiast, Inc.

(e) The headings contained in this Agreement are inserted for convenience of reference only and shall not in any way affect the meaning or interpretation of this Agreement.

(f) All Enthusiast, Inc. may modify or amend any of the terms or conditions contained in this Agreement at any time. Upon the occurrence of any material modification or amendment, All Enthusiast, Inc. will notify you. If the modification or amendment is unacceptable to you, your sole recourse shall be to terminate this Agreement in accordance with the provisions hereof. Your continued participation in the Merchant Member Program for a period of ten business days following the receipt of any such notice will be deemed to constitute Merchant's binding acceptance of such modification or amendment.

(g) The failure of any party hereto to comply with any representation, warranty, covenant or agreement contained in this Agreement may be waived only by a written instrument signed by the party granting such waiver. No failure by a party to take any action with respect to any breach of this Agreement or default by the other party shall constitute a waiver of such party's right to enforce any provision hereof or to take any such action. The waiver by any party hereto of a breach of any provision hereunder shall not operate as a waiver of any prior or subsequent breach of the same or any other provision hereunder.

(h) Any provision hereof which is invalid or unenforceable shall be ineffective to the extent of such invalidity or unenforceability, without affecting in any way the remaining provisions hereof.

(i) Each party hereto irrevocably submits to the exclusive jurisdiction of the state and federal courts located in San Francisco, California for the purposes of any court proceeding arising out of this Agreement.

(j) The relationship of the parties to this Agreement is that of independent contractors, and nothing contained in this Agreement shall be construed otherwise. Neither party shall take any actions that would suggest to any third party that the relationship between the parties is anything other than that of independent contractors.

(k) Neither party shall be liable for, have the right to terminate this Agreement or claim damages as a result of the other party's failure or delay in performance due to circumstances beyond such party's reasonable control (except for the nonpayment of money), including but not limited to labor disputes, strikes, lockouts, shortages or inability to obtain energy, war, riots, insurrection, epidemics, earthquakes, fires, acts of God, governmental action, third party network or telecommunications failures and third party internet "brownouts."

(l) All Enthusiast, Inc. operates the www.resellerratings.com Web site from its offices in the United States of America and makes no representation or warranty that its content or use is legal in any other location. Access or use where illegal is prohibited. Merchant is responsible for compliance with applicable local laws. Merchant represents and warrants that it will refrain from taking any actions that contravene any such laws. If Merchant is an individual, Merchant represents and warrants that he or she is at least 18 years of age.

(m) All Enthusiast, Inc. reserves the right to refuse to display any HTML Advertisement or Logo Advertisement which is libelous, scandalous, obscene, vulgar, or otherwise deemed unsuitable for placement upon the Web site. Such determination shall be made according to the sole discretion and judgment of All Enthusiast, Inc.