Shopster E-Commerce Inc. Terms of Service

(Amendment 4 - August 6, 2010)

THE FOLLOWING ARE THE TERMS OF SERVICE FOR PARTICIPATION IN THE SHOPSTER MARKETPLACE AS A MERCHANT, RETAILER, AND/OR A DROPSHIPPER.

1.0 APPLICATION OF THIS AGREEMENT

This Agreement governs the relationship between you, acting as a Merchant, Retailer and/or Dropshipper, or combination thereof (referred to herein as "you" or "your") and Shopster® (also referred to herein as "us” and "our”) and your participation as a Merchant, Retailer, or Dropshipper of Shopster E-Commerce Services in the Shopster Marketplace. The Shopster E-Commerce Services available through the Shopster Marketplace are described further at http://www.shopster.com, which may change from time to time.

BY COMPLETING THE REGISTRATION PROCESS AND REPLYING TO THIS COMMUNICATION, YOU:

(a) agree to be bound by the terms of this Agreement and the Additional Terms located at http://www.shopster.com, which may change from time to time, and are incorporated into and form part a of this Agreement and the terms of your participation in the Shopster Marketplace; and

(b) represent and warrant to Shopster that you are either an individual 18 years old or older or some other legal entity entitled to operate a business in, or otherwise using, the Shopster Marketplace (your "Business").

IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT PROCEED.

2.0 AMENDMENTS

Shopster may amend this Agreement and or the Additional Terms at any time by updating and posting a new document in place of the old one on the Shopster website. These changes may include, without limitation, changes to the terms, applicable fees and changes to various policies and guidelines described in the document. Shopster will inform you when one of these documents has been amended by providing notice to you. The method of providing notice to you is set out elsewhere in this Agreement. The amended document will automatically be effective when you receive notice that the document has been amended unless the notice specifies a later effective date. Your continued participation in the Shopster Marketplace as a Merchant, Retailer, and/or Dropshipper, following the posting of the amended document and notice shall mean that you accept the terms of that document, as amended. If you do not agree with any of the terms in the amended document then you shall discontinue your participation in the Shopster Marketplace, which shall be your sole remedy.

3.0 YOUR PARTICIPATION IN THE SHOPSTER MARKETPLACE

Provided you comply with all of the provisions of this Agreement and the Additional Terms, Shopster grants to you a non-exclusive and non-transferable license to use, access and participate in the Shopster Marketplace as a Merchant, Retailer and/or Dropshipper, as applicable. Shopster reserves the right to terminate your participation in the Shopster Marketplace at any time without notice if it is of the opinion that one or more of the following has occurred:

(a) you are in breach of this Agreement or any of the Additional Terms;

(b) there has been an above average number of complaints against you relating to the quality of your services as a Merchant, Retailer and/or Dropshipper;

(c) there has been complaints against you relating to material defects in the quality of your services, whether or not founded;

(d) there has been an above average number of complaints against you relating to your failing to be responsive to communications from other participants in the Shopster Marketplace;

(e) you are subject to a government investigation;

(f) your account information is incorrect; or

(g) you have engaged in an activity that may potentially damage the reputation of Shopster or that of any other participant or you have engaged in an activity that may potentially damage the goodwill associated with the Shopster Marketplace.

(h) you have offered to buy or sell items outside of the Shopster System (whereby the system refers to the service.shopster.com plus any other of Shopster related subdomains, the virtual warehouse and listings via shopping site datafeeds) are not permitted. Offers of this nature increase the risk of fraud for both the buyers and the sellers. Furthermore, it circumvents Shopster.s transactional fees. Posting email addresses and contact information on profiles, product listings and or added to messages inside the Shopster system will be treated the same as trying to offers to buy or sell items outside of the Shopster System.

You agree that we may monitor any website that references, or links to, the Shopster Marketplace, electronically or otherwise, for the purpose of ensuring that you are complying with the terms of this Agreement and the Additional Terms and that you have properly integrated the Shopster Marketplace into your website, as applicable. You agree that you will not seek to block or otherwise interfere with such monitoring.

4.0 REGISTRATION

In order to participate in the Shopster Marketplace as a Merchant, Retailer and/or Dropshipper, you are required to register. The registration process requires you to provide certain information to Shopster, which may include personal information. Please see our Privacy Policy posted on the Shopster website. You agree to provide true, accurate, current and complete information about yourself and to promptly update this information as required to keep it true, accurate, current and complete. You will have no right to participate in the Shopster Marketplace as a Merchant, Retailer or Dropshipper, unless and until Shopster has notified you that your registration has been accepted. Shopster may reject your application if we determine (in our sole discretion) that your website or Business is unsuitable for the Shopster Marketplace. Unsuitable websites and Businesses include, but are not limited to, those that do not meet the requirements of this Agreement or the Additional Terms.

5.0 OUR SERVICES

As with many services on the Internet, the Shopster E-Commerce Services may change to reflect changes in Shopster's business focus, developing business models, changes in technology and changes in customer tastes. Therefore, Shopster may, in its sole discretion, alter, add to and delete from the Shopster E-Commerce Services at any time. When it is able, Shopster will provide notice of the changes. However, Shopster reserves the right to change the Shopster E-Commerce Services without notice. As well, Shopster reserves the right to terminate all of the Shopster E-Commerce Services by providing 90 days notice of termination. You agree to bear all risks, costs and damages that you may incur or suffer as a result of any changes to or the termination of the Shopster E-Commerce Services by Shopster. Shopster reserves the right to establish the type and amount, if any, of support that it will provide in relation to the Shopster E-Commerce Services and the times that the support will be available. As well, Shopster reserves the right to limit access to the support on a Business-by-Business basis if it so chooses. Unless you are otherwise notified, all new or amended Shopster E-Commerce Services relating to the Shopster Marketplace will be subject to the terms of this Agreement.

6.0 YOUR BUSINESS

You will be solely responsible for the development, operation and maintenance of your Business, including without limitation, all software and hardware required to operate your website, a connection to the Internet and bandwidth costs, as applicable. You are solely responsible for all material that appears on your website or in other marketing and promotional materials used in your Business, other than those portions which are part of the Shopster Marketplace. Shopster is not responsible in any way whatsoever for any representations, warranties, descriptions or statements used in your marketing and promotional materials howsoever distributed by your Business. In order to maintain your registration in good standing with Shopster, you are responsible for ensuring that your websites, promotional and marketing materials, as applicable, and any related products or services meet the requirements of this Agreement and the Marketplace Rules. You acknowledge that Shopster may pre-screen your Business and any other products or services you provide to ensure that they meet all such requirements. You shall conduct yourself in a professional and courteous manner when conducting your Business using the Shopster Marketplace. You shall not conduct yourself in any manner, including without limitation, sending of unsolicited mail or spamming any Internet bulletin board, which may have the effect of damaging the goodwill associated with the Shopster Marketplace or creating any negative views of the Shopster Marketplace, all as may be determined by Shopster in its sole discretion. Shopster's acceptance of your Business into the Shopster Marketplace does not create any express or implied approval of your Business nor does it indicate that your Business complies with the terms of this Agreement. Shopster shall have the right (but not the obligation) in its sole discretion to refuse or remove your Business from the Shopster Marketplace if it believes it does not meet the requirements of this Agreement and the Additional Terms. You may only direct traffic to your website through legal and ethical means generally viewed as acceptable by the Internet community.

7.0 YOUR SERVICES

You are responsible for integrating the Shopster Marketplace into your Business in accordance with the instructions provided by Shopster. You are responsible for reviewing the description of all Shopster Marketplace Products and Services that you list in your promotional materials to ensure that your product and service descriptions and product catalogue appear to be accurate. If you wish to discontinue distributing any Shopster Marketplace Product or Service through your website you may do so instantaneously. At the same time, suppliers may discontinue a Product or Service without notice.

You represent and warrant that you have full power and authority under all relevant laws and regulations, including all required governmental licenses and permits, to integrate the Shopster Marketplace into your website and to offer for sale the Shopster Marketplace Products and Services that you offer through your website or Business, as applicable. You shall not modify, alter or add to the warranties of any Shopster Product or of any of the Shopster Marketplace Product or Service as stated in the Shopster Marketplace.

8.0 ORDERS AND FULFILLMENT

8.1 SHOPSTER PRODUCTS

Shopster Products are those Products that Shopster has sourced and added to the Shopster Marketplace. We will process any Shopster Product ordered by a customer from your website or placed by you acting as a Dropshipper. However, we reserve the right to reject any order that does not comply with the requirements that we may periodically establish from time to time, including, without limitation, credit worthiness. We will be responsible for providing the various aspects of order processing and fulfillment including such items as payment processing, cancellations, returns and customer service matters as they pertain to Shopster products or services only. You are responsible for these arrangements in relation to any Merchant Products that you choose to market in connection with the Shopster Marketplace (see below). We will track all sales made by customers who make a purchase on your website through the Shopster Marketplace. You can login to review the status of sales and amounts due to you. The availability, form, content and frequency of the reports may vary from time to time in our discretion. Suppliers may change the prices of their products without notice. You will need to monitor the prices to ensure you are meeting an adequate profit. As well, you have the option of setting a specific amount of profit regardless of the price changes by suppliers.

8.2 MERCHANT PRODUCTS

Merchant Products are those products that Merchants make available to the Shopster Marketplace independent of those added by Shopster to the Shopster Marketplace. As a Merchant, You will be solely responsible for, and bear all risk and liability for, sourcing, storing, selling, fulfilling, and delivering and warranty issues in respect to any and all Merchant Products that you make available to the Shopster Marketplace. As such, you are responsible for any non-conformity or defects in, damage to, or theft of or claims regarding the delivery or non-delivery of your Merchant Products. You will handle such responsibilities, and agree to complete transactions for the products that you have listed in accordance with all applicable policies. We will track all sales made by customers who make a purchase on your website through the Shopster Marketplace. You can login to review the status of sales. The availability, form, content and frequency of the reports may vary from time to time in our discretion.

9.0 DISPUTES

Shopster has set up a dispute resolution mechanism to assist in the resolution of any disputes that may occur between our suppliers, Retailers, Dropshippers, Merchants and/or customers who have purchased a Product or Service through the Shopster Marketplace including a Merchant Product. If you have a dispute, you are able to email support@shopster.com for assistance. The dispute resolution mechanism is provided merely to assist resolving disputes between suppliers, Retailers, Dropshippers, Merchants and/or purchasers. As such, there is no guarantee that it will resolve a dispute or that any resolution of a dispute will be satisfactory to all parties. Shopster shall have no liability in the event a dispute is not resolved or is not resolved to your satisfaction. Because Shopster's role is that of a venue to facilitate the interaction of suppliers, Merchants, Retailers, Dropshippers and purchasers, in the event that you have a dispute with another Shopster Marketplace participant, you agree to release Shopster (and its affiliates, as defined under the Alberta Business Corporations Act, officers, directors, employees, agents and others for whom Shopster is responsible at law) from any and all claims, suits, demands and damages (direct, indirect, and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, by any cause of action, in any way arising out of or connected to such disputes.

10.0 TERMS OF PAYMENT

You will pay all fees plus applicable taxes due in accordance with the pricing and payment terms set out in the Shopster Marketplace for your selected Shopster E-Commerce Services, including any option features, for which pricing and payment terms may change from time to time. Shopster in its discretion may offer discounts or special offers from time to time. All installation and/or setup fees shall be due and payable immediately upon activation of your Service Marketplace account. Thereafter, there are additional recurring fees, and other administrative fees, that will be automatically charged by Shopster in advance to your selected pre-authorized payment method. All fees are non-refundable and will be calculated using Shopster's standard accounting procedures. If your selected payment method is invalid, or you are otherwise past due in your payments for any reason, your account may be terminated and removed from Shopster Marketplace by Shopster with or without notice, and all the information contained within your account deleted permanently. Shopster accepts no liability for information or content that is deleted due to an invalid payment method or late payments. In the event you fail to pay any charges levied against your account, Shopster reserves the right to collect such overdue amounts using any and all means and remedies legally available to Shopster and you agree that you will be responsible for all costs and expenses incurred by Shopster resulting from, including interest on all overdue amounts and the costs of collection, accrued at a rate of 2% per annum.

10.1 RETAILERS

For any Shopster Marketplace Product or Service purchased by a visitor to your website, Shopster will pay you a Commission. Shopster will provide you with your Commission on the last day of the month which is 60 calendar days following the date of sale. We may defer payment until you have reached a minimum Commission amount from all your sales during a particular payment period, such minimum amount to be determined by Shopster in its sole discretion from time to time. Commissions will be paid automatically to you via your Shopster approved electronic payment method, which you set up through the Shopster Marketplace upon activation of your account with us. Shopster will only pay Commissions by cheque with management's approval, which may be withheld at its sole discretion. You will not be paid any Commission for any returned products or cancelled orders. If Shopster has already paid you a Commission with respect to a returned product or cancelled order, it will debit this amount from your account. To ensure accurate tracking, reporting and payment, you must ensure that the Shopster Marketplace has been properly integrated into your website in accordance with the installation instructions. We will not be liable to you in any way in the event you fail to properly integrate the Shopster Marketplace into your website. We have no obligation to pay you Commissions and may withhold any payment that we believe results from any sales or activity in breach of the terms of this Agreement or the Additional Terms or resulting from fraudulent activities. You agree and acknowledge that Shopster has the right to debit your account for any and all overpayments that are made to you hereunder or that, upon demand from Shopster, you will reimburse Shopster for the full amount of such overpayments, if any.

10.2 DROPSHIPPERS

For any Shopster Marketplace Product or Service purchased by you as a Dropshipper, you will be required to pay Shopster the applicable fees as listed in the Shopster Marketplace, which may change from time to time, and any additional fees as applicable. Payment shall be made by the Dropshipper through the Shopster Marketplace in accordance with Shopster's payment policies and practices which may change from time to time.

10.3 MERCHANTS

You will pay all fees plus applicable taxes due in accordance with the pricing and payment terms set out in the Shopster Marketplace for your own Shopster E-Commerce Services, including any option features, which pricing and payment terms may change from time to time. As a Merchant, you will be charged by Shopster, as applicable, (a) either a monthly or annual subscription fee; and (b) monthly transaction fees equal to a percentage of the Total Merchant Sales. All transaction fees are due at the end of the billing cycle in respect to all transactions that have occurred during that cycle. You will pay all fees plus applicable taxes due in accordance with the pricing and payment terms set out in the Shopster Marketplace for your selected Shopster E-Commerce Services, including any option features, which pricing and payment terms may change from time to time. Should you have a dispute regarding any transaction fee(s), you must notify Shopster within fifteen (15) days of the transaction bill date. After 15 days you will be deemed to have accepted such transaction fee. For any Shopster Marketplace Product or Service purchased on your storefront by a visitor to your website, you will be required to pay Shopster the applicable fees as listed in the Shopster Marketplace, which may change from time to time, and any additional processing fees as applicable. Payment shall be made by the Merchant through the Shopster Marketplace in accordance with Shopster's payment policies and practices which may change from time to time. All Merchants are required to have their own Shopster approved payment gateway for all sales conducted through the Shopster Marketplace

11.0 TAXES, CUSTOM DUTIES AND BROKERAGE FEES

You shall pay and are otherwise responsible for all federal, state, provincial and local sales, use, excise, gross receipts, municipal fees, transfer, transaction, property and similar taxes, fees and surcharges imposed on, or arising as a result of, any activity relating to your participation in the Shopster Marketplace. Notwithstanding the forgoing, you shall have no obligation for any taxes that relate to Shopster's income.

12.0 CONDUCT

In addition to the restrictions set out in the Marketplace Rules, you shall not, in relation to the Shopster Marketplace, or on your website, or your sales and marketing materials relating to products or services acquired through the Shopster Marketplace, publish, link to, provide, offer to provide, sell, offer to sell or otherwise deal in any information, material, content, Product or Service which:

(a) is obscene or contains pornography of any kind;

(b) infringes or potentially infringes any third party intellectual property or proprietary rights including without limitation, copyright, patent, trademark, trade secret, right of publicity or privacy;

(d) is unlawful, threatening, abusive, harassing, tortuous, vulgar, hateful or is racially or ethnically offensive;

(e) is defamatory or libelous of any person or organization; or

(f) is harmful or potentially harmful including, without limitation, that which places any person's health or safety at risk, places the integrity or security of any computer system at risk or distributes any virus, Trojan horse, worm, time bomb or other harmful or invasive computer program;

In addition to the restrictions set out in the Marketplace Rules, you shall not, in relation to the Shopster Marketplace:

(a) without the consent of the third party, purchase, register or use any domain name, keyword, search term or other identifier that includes or incorporates a trademark of the third party for use in association with your website, with any search engine, portal, advertising service or other search or referral service or otherwise;

(b) use the Shopster Marketplace or any Shopster website or your website to commit any dishonest act, act of fraud or any act which infringes any right of a third party;

(c) conduct yourself in any manner which does or which is intended to deceive anyone in relation to anything, including, in relation to ownership, authority or source;

(d) make available or send any unsolicited or unauthorized advertising, promotional material, junk mail, spam, chain letters, pyramid schemes or any other form of solicitation, except in those areas of the Shopster Marketplace that have been designated for such purpose; or

(e) undertake any activity which creates liability, loss or damage or potentially creates liability, loss or damage to Shopster or any other participant in the Shopster Marketplace.

You agree to comply with all U.S., Canadian and other governmental laws, rules, regulations and orders that apply to your activities, including but not limited to, tax, export and import, embargo and trade sanctions, intellectual property, consumer protection, unfair competition, discrimination, false advertising, content, sales, mail-order, commerce and e-commerce laws and regulations. You are responsible for determining which laws and regulations apply to you and that your participation in the Shopster Marketplace complies with those laws and regulations. You agree not to use any spider, robot or other automatic means to search or monitor the content of any Shopster website or the Shopster Marketplace. You agree that you shall not use any automatic means, including software, to interfere with or attempt to interfere with any Shopster software, website or the Shopster Marketplace or their use by any other participant. You agree not to cause any unreasonable burden or load on any Shopster software, computer systems or the Shopster Marketplace or the software or computer system of any other participant in the Shopster Marketplace. You may not in any way modify, redirect, suppress or substitute the operation of any portion of the Shopster E-Commerce Services or the Shopster Marketplace. Other than integrating the Shopster Marketplace into your website, you may not post or serve any advertisements or promotional content promoting the Shopster Marketplace without our consent.

13.0 RELATIONSHIP WITH SUPPLIERS

RETAILERS AND DROPSHIPPERS

Unless, you had a relationship with the supplier prior to using the Shopster Marketplace during the term of this Agreement and for a period of 1 year thereafter, you shall not establish or participate in a dropship relationship outside of the Shopster Marketplace with any supplier that has listed products or services through the Shopster Marketplace.

14.0 USERID AND PASSWORDS

On registration, you will receive a userid and password to enable you to access and use the Shopster E-Commerce Services. You agree to keep your userid and password confidential and secure. You shall immediately notify Shopster of any unauthorized use of your userid and password as soon as you become aware of the same. Shopster shall not be liable, in any way, for any loss or damage of any kind or nature suffered by you or any third party due to access to the Shopster Marketplace as a result of someone obtaining your userid and password directly or indirectly from you. You are responsible for all activities that occur on the Shopster Marketplace through the use of your userid and password when your userid and password is obtained directly or indirectly from you, whether or not such use was authorized.

15.0 TRANSACTION INFORMATION

We will keep information on our servers relating to each transaction for at least 6 months after the transaction is complete. We may delete such information at anytime thereafter. Upon termination of this Agreement, Shopster reserves the right to permanently delete all of your account information and all information relating to any transactions that you have been part of. Shopster accepts no liability for such deleted information. You acknowledge that, by participating in the Shopster Marketplace, we may receive information from or about visitors to your website. Your participation in the Shopster Marketplace constitutes your specific and unconditional consent to and authorization for us to collect, receive, store, use and disclose all such information, consistent with the policies and procedures set forth in the Privacy Policy.

16.0 INTELLECTUAL PROPERTY

Shopster has certain Intellectual Property Rights in the Shopster Marketplace, its software and websites, including copyrights and trademarks. You may not reproduce, duplicate, modify, copy, publish, republish, transmit, sell, resell, create derivative works, display or in any way exploit any content contained in the Shopster Marketplace or a Shopster website except as may be specifically contemplated by this Agreement or another Shopster document. Except for the limited license rights set out herein, no other rights in or to any Shopster technology or Shopster Intellectual Property Rights are transferred or granted to you. All rights, title and interest in and to Shopster's technology and Intellectual Property shall remain the sole property of Shopster. You agree that you will not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to derive any source code or other trade secret or other Intellectual Property Right of Shopster. Except as specifically permitted in this Agreement, you shall not use any trademark of Shopster, including "Shopster®", "Secure2u™", "Shopster Power Merchant™" or any name of a Shopster product or service, without the prior written consent of Shopster.

17.0 CONFIDENTIAL INFORMATION

Shopster acknowledges that it will be collecting certain confidential information relating to you and transactions that you are involved in and transactions your website visitors are involved in, including, account information, payment information and Shopster E-Commerce Services ordered. You agree and acknowledge that certain aspects of our business will be our confidential business information. Therefore, each party agrees to treat the confidential business information of the other party as confidential information. In that respect, each party shall be bound by an obligation of confidence to the other in respect of that other party's confidential information. Therefore, a party (a) shall not disclose, either directly or indirectly, any such confidential information to any person except as specifically contemplated in this Agreement; and (b) shall not deal with, use, develop or exploit, either directly or indirectly, any such confidential information for any purpose except as specifically contemplated in this Agreement. Each party shall take all reasonable precautions and actions to prevent the disclosure to any third party of any confidential information of the other party. Notwithstanding the foregoing, you grant to Shopster a license to use any information relating to you and the transactions you have been involved in and transactions your website visitors are involved in to assist Shopster in developing and enhancing its Shopster E-Commerce Services and the Shopster Marketplace. This may include market analysis and strategic planning. As well, Shopster shall be entitled to collect, use and disclose this information as needed to manage the relationship between the parties. Further, we may use and disclose this information to respond to a claim that you have infringed the rights of a third party and to otherwise comply with all legal requirements.

18.0 INDEMNIFICATION

You agree to indemnify and hold harmless Shopster, and its Affiliates and other partners, officers, directors, employees and agents, and others in whom it is responsible at law from and against any claim, suit, proceeding or demand, including reasonable attorney fees, made by any third party due your participation in the Shopster Marketplace, your products or services including without limitation the Merchant Products, your breach of this Agreement, and/or the Additional Terms, negligible or willful misconduct, your breach of any law or regulation or your breach of any right of a third party including without limitation, privacy, trademark, copyright, patent or other intellectual property right.

19.0 DISCLAIMER OF WARRANTIES

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE SHOPSTER E-COMMERCE SERVICES AND THE SHOPSTER MARKETPLACE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND SHOPSTER EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE INCLUDING ALL WARRANTIES AND CONDITIONS THAT ARE IMPLIED BY STATUTE. IN PARTICULAR, YOU ACKNOWLEDGE AND AGREE THAT SHOPSTER SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT THE SHOPSTER MARKETPLACE AND RELATED SOFTWARE WILL OPERATE UNINTERRUPTED, TIMELY, SECURE AND ERROR-FREE AND THAT ALL ERRORS WILL BE CORRECTED. NO ACTIVITY OF ANY EMPLOYEE OR AGENT OF SHOPSTER NOR SHALL ANY INFORMATION OR DOCUMENT OBTAINED FROM OR THROUGH SHOPSTER SHALL OPERATE TO AMEND OR AUGMENT THE WARRANTIES SET OUT HEREIN.

20.0 LIMITATION OF LIABILITY

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT UNDER NO CIRCUMSTANCE SHALL SHOPSTER OR ANY OF ITS AFFILIATES, PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS HAVE ANY LIABILITY, UNDER ANY LEGAL THEORY WHATSOEVER, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, HOWSOEVER ARISING, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS, PROFITS, GOODWILL OR DATA EVEN IF SHOPSTER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS, WHETHER RESULTING FROM THE USE OR INABILITY TO USE THE SHOPSTER E-COMMERCE SERVICES OR ANY ERROR, DEFECT, OMISSION OR DELAY IN THE OPERATION OF THE SHOPSTER E-COMMERCE SERVICES, OR OTHERWISE.

IN ALL OTHER CIRCUMSTANCES, SHOPSTER'S LIABILITY TO YOU SHALL NOT, FOR ANY REASON, EXCEED US$100.00. YOU AGREE AND ACKNOWLEDGE THAT THE DISCLAIMERS OF WARRANTIES AND THE LIMITATIONS OF LIABILITY SET OUT IN THIS AGREEMENT CONSTITUTE AN ESSENTIAL TERM OF THIS AGREEMENT AND THAT THE AMOUNTS PAYABLE BETWEEN THE PARTIES REFLECT SHOPSTER'S RELIANCE ON SUCH TERMS.

21.0 SECURITY

The safety mechanisms incorporated in the Shopster Marketplace and related software have security limitations. In particular, you agree and acknowledge that applications, systems and data which are made available over the Internet are inherently insecure against motivated individuals and Shopster shall have no obligation or liability for any breach of same.

22.0 TERM AND TERMINATION

The provisions of this Agreement shall remain in effect starting from the date that Shopster provides notice to you that your account has been activated as a Merchant, Retailer and/or Dropshipper and for one year thereafter. This Agreement will renew automatically for successive monthly or annual terms, as applicable unless otherwise terminated by Shopster as set forth herein or you terminate this Agreement prior to the end of a particular one year term if your agreement has an annual term or you terminate this Agreement prior to the end of your monthly billing cycle if your agreement has a monthly term. If you wish to terminate your account you must login to your account and follow the instructions to close your account. Termination by you will not be effective by any other means including notice by mail, email or phone. Shopster may terminate this Agreement or your account at any time upon notice to you. Except as specifically set forth in this Agreement, neither party will be liable to the other for any termination of either your account or this Agreement.

In addition to any other right to terminate as set forth herein, either party may terminate this Agreement if:

(a) the other party breaches any material term of this Agreement and fails to cure such breach within thirty (30) days after receipt of notice of the same;

(b) the other party becomes the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership or liquidation for the benefit of creditors; or

(c) the other party becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership or liquidation for the benefit of creditors, if such petition or proceeding is not dismissed within ninety (90) days of filing.

Upon the termination of this Agreement for any reason, you will immediately cease using, and remove from your website, all links to the Shopster Marketplace, all of our trademarks and logos and all other Shopster materials, of Shopster E-Commerce Services. Upon termination of this Agreement by either party, you will be paid all Commissions that you have earned to the date of termination within a reasonable period following such termination. Shopster may withhold final payment for a reasonable period to ensure that the correct amount is paid, in anticipation of any cancelled orders or returned products. Should Shopster suspend your account due to a violation by you of any law, regulation, or a breach of this Agreement or the Additional Terms, you shall remain liable for all fees applicable to the Shopster E-Commerce Services that have been delivered to the date of termination. Should Shopster terminate this Agreement for any reason, you shall remain liable for the payment of all fees applicable to the Shopster E-Commerce Services delivered to the date of termination, in addition to any early termination fees (if any). Upon cancellation of your account, you have the option to request immediate termination of the Shopster E-Commerce Services or have termination occur upon expiry of your subscription to the Shopster Marketplace.

Note: Termination of your account or this Agreement does not entitle you to a refund of any activation fees, monthly fees or transaction fees already paid hereunder. All recurring fees, including without limitation, subscription fees, charged by Shopster hereunder shall continue to be payable by you to the end of the applicable term of this Agreement.

Upon termination or expiration of this Agreement, the following provisions will survive any such termination or expiration: Disputes, Relationship with Suppliers, Intellectual Property, Privacy, Confidential Information, Indemnification, Disclaimer of Warranties, Limitation of Liability, Applicable Law and Forum and Arbitration.

23.0 COMMUNICATION AND NOTICE

It is a requirement for the ongoing participation in the Shopster Marketplace that Shopster be able to communicate with you from time to time. Shopster may affect any notices contemplated under this Agreement by sending an email to the email address set out in your account information. In the event Shopster sends an email communication to that email address you will be deemed to have received that email communication. You are solely responsible for ensuring that the email address provided in your account information is active and that you are capable of retrieving all email sent to that email address. Shopster may also provide notice to you during your login to your Shopster account. You may send a notice or other communication to Shopster by emailing Shopster at support@shopster.com. For certain communications, Shopster reserves the right to require that the communication be sent by register mail to the following address: 1204 - 20th Ave SE Calgary Alberta, Canada T2G 1M8. You agree that you must obtain the prior written consent of Shopster to any and all press releases and all other public announcements relating to your relationship with Shopster. Shopster reserves the right to withhold the approval of any such press release or public announcement in its sole discretion.

24.0 APPLICABLE LAW AND FORUM

The laws of the Province of Alberta, without application of any of its conflict of laws provisions, shall govern this Agreement and anything directly or indirectly related to your use of the Shopster E-Commerce Services. The parties agree that the provisions of the United Nations Convention on the International Sale of Goods shall have no application to this Agreement, your use of the Shopster E-Commerce Services or the relationship between you and Shopster. You agree to submit to the personal jurisdiction of the courts located in the City of Calgary, Alberta for any matter arising out of this Agreement, your use of the Shopster E-Commerce Services or the relationship between you and Shopster.

25.0 ARBITRATION

Any dispute relating in any way to this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement, your relationship with us or your participation in the Shopster Marketplace shall be submitted to confidential arbitration in Calgary Alberta, Canada. Arbitration under this Agreement shall be conducted by a single arbitrator in accordance with the Arbitration Act (Alberta). The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise. Notwithstanding the foregoing, either party may apply to any court of competent in respect of any matter relating to a violation of intellectual property rights, including the seeking of injunctive relief.

26.0 FORCE MAJEURE

Neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including, but not limited to, an act of war, terrorists or God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act or failure of the Internet, provided that the delayed party:

(a) gives the other party prompt notice of the delay, and

(b) uses its commercially reasonable efforts to correct such failure. If Shopster is unable to provide the Shopster E-Commerce Services for a period of thirty (30) days or longer as a result of a continuing force majeure event, you may terminate this Agreement. However, in any event, Shopster shall have no liability for any loss or damage arising as a result of a force majeure event.

27.0 ASSIGNMENT

This Agreement will bind and inure to the benefit of each party's successors and permitted assigns. Shopster may assign its rights and obligations under this Agreement to a third party. You may only assign your rights and obligations under this Agreement to a third party as part of the sale of all or substantially all of the business that makes use of the Shopster E-Commerce Services, provided, the purchaser provides notice in writing (mailed to Shopster's mailing address set out in the section relating to notice) that they agree to be bound by the terms set out in this Agreement and such third party updates all account information immediately after such assignment.

28.0 RELATIONSHIP

This Agreement does not establish any relationship of partnership, joint venture, employment, franchise or agency between you and Shopster. Except as otherwise expressly provided herein, neither you nor Shopster shall have any right or power to bind the other or incur obligations on behalf of the other without the other's prior written consent.

29.0 ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between you and Shopster governing your use of the Shopster E-Commerce Services and your participation in the Shopster Marketplace. This Agreement supersedes all other prior agreements between you and Shopster including, without limitation, any prior versions of this Agreement. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable the remaining provisions of this Agreement shall remain in full force and effect.

30.0 DEFINITIONS

In this Agreement, unless the context otherwise requires,

"Additional Terms” means the Marketplace Rules, Privacy Policy, and such other terms of use, policies and conditions of participation, which may change from time to time, located at http://www.shopster.com;

"Agreement” means this Agreement and any amendments, as well as the Additional Terms;

"Commission” means a payment to a Retailer equal to the difference between the price you charge the customer as the retail price for such Product or Service and the listed Shopster wholesale price, less any applicable administrative fees (the "Commission”) Commissions are only applicable to merchants who joined the Shopster Network prior to April 29, 2009, and who use the Shopster payment gateway. ;

"Dropshipper” means a Person that sells Shopster Products though one or more Shopster marketplace sales channels not including the storefront channel;

"Merchant” means a person that uses Shopster's storefront sales channel to sell their own merchant Products exclusively, or in conjunction with Shopster Network Products;

"Merchant Products” means those products that you, acting as a Merchant, have made available to your own sales channels or the Shopster Marketplace, independent of those products added by Shopster to the Shopster Marketplace;

"Person” means an individual, partnership, corporation, trust, unincorporated organization, joint venture, union, government or any department or agency thereof and the heirs, executors, administrators or other legal representatives of an individual;

"Shopster E-Commerce Services” means all goods, services, and technology provided within the Shopster Marketplace;

"Retailer” means a Person that joined the network prior to April 29, 2009, is using the Shopster eCommerce product, and sells Shopster Products through one or more of the Shopster marketplace sales channels including the storefront channel;

"Shopster Marketplace” means Shopster's electronic marketplace located on the Shopster website as a web-enabled place where Merchants, Retailers and Dropshippers interact with Shopster, each other, customers and suppliers to sell goods through various sales channels;

"Shopster Products” means those Products sourced and added by Shopster to the Shopster Marketplace, specifically excluding the Merchant Products;

"Total Merchant Sales" means the total dollar amount, including shipping and handling charges, but excluding any applicable taxes, of all Merchant transactions conducted through the Shopster Marketplace;

"Shopster Marketplace Products” All products available in the Shopster Marketplace, whether sourced by Shopster or made available to the Shopster Marketplace by Merchants.