Terms of Agreement

This GetEstore.com Store ownership Agreement ("Agreement") is a legal agreement between you ("You" or "Your" as the context requires) and GetEstore.com. ("We", "Us" or "Our" as the context requires). It states the terms and conditions that apply to Your participation in the GetEstore.com Store ownership.

* "GetEstore.com Store ownership" and "GetEstore.com Store" refer to the online, configurable storefront hosted and maintained by GetEstore.com through which you will sell Products, Services, Storefronts (defined below) to customers;

* " GetEstore.com" refer collectively to all Storefronts and other software, including but not limited to the GetEstore.com web site (located at http://www.GetEstore.com/), owned, hosted, and maintained by GetEstore.com or its designees;

* "Your Web Sites" refer to web pages and sites, including the Storefront, on which you have permission to display images, text, information, or other materials (defined below);

* "Your Content" refers to the images, text, information, and other materials you upload to the Storefront;

* "Your Storefront Name" refers to the name you choose to give the Storefront, subject to the terms and conditions set forth below..

DEFINITIONS:

As used in this Agreement, the capitalized terms below will have the following definitions:

"Customer" means any customer of Your store.

"Merchandise" means one or more categories of merchandise offered for sale by GetEstore.com or its partner and designees;

"Qualified Sale" means any sale of an item of Merchandise through Your store that meets all of the following criteria, namely the applicable Customer must (1) purchase the Merchandise or Service from your or your down line storefront (2) accept delivery of the ordered Merchandise at the Customer's shipping destination; (3) remit full payment for the ordered Merchandise to Us or Our designee; and (4) if not returned within 21 days of delivery date.

"Services" means the services We provide to You under this Agreement in connection with Your participation in the GetEstore.com Store ownership.

"GetEstore.com Store ownership" means an operator of an online store available through GetEstore.com.

"GetEstore.com Store ownership opportunity" means the service available through the web site GetEstore.com having an address of http://www.GetEstore.com and http://www.GetEdeals.com or any replacement thereof.

"Your Content" means text, images, information and other materials You provide or upload to Your store.

"Your store" means to the online, configurable store provided, hosted and maintained by GetEstore.com pursuant to this Agreement, and through which You will have the capability to sell Merchandise and Services to Customers.

"Your storefront Name" means the name You choose to give Your store, subject to this Agreement.

"Your store URL" means the store address that you choose from the list of available web addresses provided by GetEstore.com or Url that you suggested to be registered by GetEstore.com for the sole purposes for your store Url.

"Your Web Site(s)" means all web sites and web pages owned or operated by You, excluding Your storefront, on which You have permission to display text, images, information and other materials as defined in this agreement.

STORE OWNER; ELIGIBILITY

Store owner.

To become a Store owner and to access and use the Services: (a) You must accept, by clicking on the "I ACCEPT" button, and comply with, the terms and conditions of this Agreement; (b) You must complete the online registration form; and (c) We must receive Your payment for the set-up fee, You have requested (all of the foregoing is collectively referred to as the "Registration Process").

Eligibility.

You must have the legal capacity to enter into an enforceable contract. Minors are not eligible. You represent that You are at least 18 years of age, and have all necessary power, competence, and authority to enter into this Agreement. We reserve the right to refuse to register or de-register You as an ineligible store Operator at any time in Our sole discretion.

SETTING UP YOUR store.

Storefront Subject to the terms and conditions of this Agreement, GetEstore.com will use commercially reasonable efforts to make available to you an online means (the "Members area") to configure and manage a Storefront that will be stored on and operated from the server(s) of GetEstore.com or its designees. Through the Members area, you will be able to select store template design, store name, store colors, store font. For each Product listed on the Storefront, GetEstore.com will display a short description, as well as pricing, and other information.

Products You will not be able to change or modify the content or image of information relating to Merchandise provided by GetEstore.com. For purposes of this Agreement "Sale Price" means the price at which You sell an item of Merchandise to Customers through Your store.

Content As a GetEstore.com store ownership member you will get reserve space to display banner and buttons images on your storefront. AS PART OF THIS AGREEMENT YOU AGREE NOT TO DISPLAY (1) PORNOGRAPHIC AND OBJECTIVE WEB SITES ADVERTISEMENT (2) HATE OR ILLEGAL UNDERGROUND WEB SITES INCLUDING WAREZ WEB SITE ADVERTISEMENT (3) ANY OTHER ILLEGAL WEB SITES, (4) DISPLAY FORGED COPYRIGHT and TRADEMARK(s)

Specifically Prohibited Activities

Without limiting any other provision of this Agreement: Because you will not be responsible for any aspect of order processing or fulfillment, you agree not to make any statement, whether on Your Web Sites, the Storefront, or otherwise, representing or implying that you are responsible for order processing or fulfillment; and because you understand that federal and state laws seek to protect consumers from misleading advertising, you agree not to make any statement, whether on Your Web Sites, the Storefront, or otherwise, that could be interpreted as a representation or warranty regarding any Product.

STORE URL When buying your storefront, you as the owner can choose from the list of available URL’s provided by GetEstore.com or a URL that you suggested to be registered by GetEstore.com for the sole purposes for your store URL. It is storeowner's responsibility to make sure that suggested domain name is available for registration at the time of execution of this agreement. GetEstore.com pays the registration of the URL. Upon termination of the agreement (i.e. terminating your GetEstore.com membership) you have the option of requesting the URL transfer from GetEstore.com to you for a flat fee of $29.95.

USING YOUR STORE. You may use the Services and Your store solely for Your individual purposes in accordance with this Agreement. You may not permit any one else to use the Store Management Page. It shall be Your responsibility to safeguard any personal identification number and password(s) required to access the Store Management Page, or the secure areas of Your store or the Services, and You shall be liable for any unauthorized use thereof. You may not use or attempt to use the Services or Your store as a service bureau or to set up a service offering store services to third parties.

ORDER PROCESSING. We and/or Our designees will be responsible for processing Customer orders for items of Merchandise, processing Customer payments, cancellations and returns, tracking Merchandise sales through Your store, providing You with online reports summarizing such sales activity, and providing You and Your Customers with customer service. GetEstore.com reserve the right to reject any Customer order if it does not qualify as a "Qualified Sale" or for any other reason. Profits from sales of items of Merchandise shall be recorded to Your member account. You agree not to make any statement, whether on Your Web Site(s), Your store, or otherwise, representing or implying that You are responsible for pricing, order processing or fulfillment. Prepayment. We retain the right, at any time and for any reason, to request, at our discretion, that the member provides a prepayment for order(s) in the form of bank transfer, direct deposit, money order or cashier's check. If the prepayment is done in the form of bank transfer or cash direct deposit a credit is applied to the account within 1 business day. (Both of these methods must be performed by an authorized bank teller) If the prepayment is done in the form of a money order or cashier's check it will take 7 to 11 business days for funds to clear and credit be applied to the account.

PAYMENTS AND TAXES.

Payments We will pay out Your Earned Profits on monthly basis. All of the payments are to be processed on the 15th of each month, with the cut off date to be the 1st of each month. We will send You a check for any Earned Profits, as described above, on Qualified Sales completed, provided, however, that if the available profits payable to You are less than twenty-five dollars ($25.00), We may hold those Earned Profits until either the total amount of Earned Profits is at least twenty-five dollars ($25.00) or this Agreement is terminated, whichever is earlier. If GetEstore.com terminates this Agreement in the event of Your breach, We may withhold Your profits at least until any dispute regarding Your breach of this Agreement is resolved. It is Your responsibility throughout the term to provide Us with Your current mailing address, and You acknowledge that We cannot be responsible for any payment if You do not provide GetEstore.com with such a current address.

Taxes You agree to pay all federal, state, and local, personal property, and other taxes (excluding taxes on Our income) arising as a result of this Agreement, including without limitation, any federal or state taxes due on profits. If You are a U.S. resident and reach the applicable tax thresholds, (1) We shall provide You with a Form 1099-MISC "Miscellaneous Income," and (2) You shall provide Us with Your valid social security or other federal tax identification number upon request.

POLICIES AND PRICING You shall comply with all laws, rules, regulations, and duties applicable to Your use of the Services and Your store. GetEstore.com reserves the right to change Our policies and operating procedures concerning Merchandise and Services pricing or any other matter relating to Your store at any time and for any reason. The service is provided as is with out any obligations, guarantees and it is non-refundable.

GETESTORE.COM TRADEMARKS

If You desire to use the GetEstore.com™ and its designees trade name, trademark, and/or associated logo (collectively the "Marks") to promote Your store or for any other reason, please send email to our customer service department at cs@getestore.com and request permission to do so. If We notify You in writing that We are willing to grant You such permission, the following trademark license shall apply: We grant You, for the term of this Agreement, a royalty-free, nonexclusive, nontransferable, non-sub licensable, limited, worldwide license to use the Marks for the sole purpose of providing a hyperlink on Your Web Site(s) to the GetEstore.com or Your store, including without limitation any web pages displaying the Merchandise offered sold thereon. You acknowledge that We own the Marks and You agree not to claim any ownership in such Marks. You shall at no time adopt or use, without Our prior written consent, any variation of the Marks, any mark (including without limitation Your store Name) incorporating any of the Marks, or any mark likely to be similar to or confused with any of the Marks. Any and all goodwill arising from Your use of the Marks shall inure solely to the benefit of GetEstore.com, and You agree not to assert any claim to the Marks or associated goodwill. You agree to cooperate fully with Us as We may request to ensure proper and appropriate usage of the Marks, including but not limited to following all of Our usage guidelines regarding the Marks. We reserve the right to revoke Your limited license.

STORE PROMOTION

Each storeowner shall have sole responsibility for all marketing, advertising and promotion of Your store, and You, and not GetEstore.com shall pay any and all marketing, promotional or advertising expenses or costs You incur in connection with such activities.

MARKETING TIPS

GetEstore.com will provide You with marketing tips that can be found in Your store owner member area. Upon accepting this agreement you acknowledge that GetEstore.com does not guarantee that the information provided in Advertisement Solutions area will result in your profitability.

GETESTORE.COM SPAM POLICY The Site is vigorously against the practice commonly referred to as "Spam". Users who are reported and whose claims of "Spam" are validated by the Site, will have their respective accounts either immediately TERMINATED or SUSPENDED, at the sole discretion of the Site. The Site defines "Spam" as: (1) Electronic mail messages addressed to a recipient with whom the initiator does not have an existing business or personal relationship or is not sent at the request of, or with the express consent of, the recipient; (2) Messages posted to Usenet and message boards that are off-topic (unrelated to the topic of discussion), cross-posted to unrelated newsgroups, or posted in excessive volume; (3) Solicitations posted to chat rooms, or to groups or individuals via Internet Relay Chat or "Instant Messaging" system (such as ICQ); The Site may undertake, at its sole discretion and with or without prior notice, the following enforcement actions described in detail below:

STORE OWNERSHIP You acknowledge and agree that GetEstore.com is and shall remain the owner of the Network, the Storefront, and any and all component parts thereof (excluding Your Content and Your Store Name and URL if suggested by you), including but not limited to any intellectual property rights therein. Except as otherwise expressly set forth in this Agreement, you agree not to copy, reverse engineer, disassemble, decompile, modify, or translate all or any part of the GetEstore.com Web Site, the Network, or the Storefront, provided that you may modify your Store as permitted through the use of the Members only area.

YOUR CONTENT AND YOUR STORE NAME GetEtore.com acknowledges that, as between you or your licensors and GetEstore.com, you or your licensors own Your Content and Your Storefront Name. Nevertheless, because you understand that GetEstore.com needs certain limited rights in such materials to make the Network available to the public, by uploading Your Content to the Storefront using the Members area you grant GetEstore.com the worldwide, royalty-free, transferable, NONEXCLUSIVE right and license to use, reproduce, distribute, transmit, display, modify, adapt, prepare derivative works of, and perform Your Content and Your Storefront Name for the purpose of operating the Storefront and the Network as a whole. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR YOUR CONTENT (INCLUDING WITHOUT LIMITATION ANY REPRESENTATIONS, WARRANTIES, PRICES, CONTACT INFORMATION, OR OTHER INFORMATION THAT YOU UPLOAD TO THE STOREFRONT) AND ALL CONSEQUENCES OF THE USE OF YOUR CONTENT.

ACKNOWLEDGMENTS By agreeing to these terms and conditions, you represent that you are at least 18 years old and are authorized to enter into this Agreement, are entering into this Agreement on your own behalf, have independently evaluated the desirability of entering into this Agreement, and are not relying on any representation, guarantee, or statement other than as expressly set forth in this Agreement. You acknowledge that nothing in this Agreement should be construed as guaranteeing the purchase of any Product, or the generation of any referral fees from your operation of the Storefront. You represent and warrant that the Storefront will not be used in connection with any illegal purpose. At any time upon request by GetEstore.com, you agree to sign a non-electronic version of this Agreement.

NONDISCLOSURE You acknowledge that during the term of this Agreement You may obtain confidential and/or proprietary information relating to GetEstore.com, the GetEstore.com stores Network, Your store or the Services (collectively referred to as "Proprietary Information"). You acknowledge that We or Our licensors own all such Proprietary Information. Proprietary Information shall not include information that is or becomes publicly known through no wrongful act of Yours or of another store Operators of participating in the GetEstore.com stores Network. You shall not disclose Proprietary Information to third parties without Our prior written consent, and You agree to undertake reasonable measures to ensure that the Proprietary Information is kept confidential. You also agree to report immediately to Us any unauthorized disclosure of Proprietary Information of which You have knowledge. You acknowledge and agree that, due to the nature of the GetEstore.com stores Network, Your store, and any Proprietary Information, there can be no adequate remedy at law for any breach of Your obligations hereunder; that any such breach may cause irreparable harm to Us; and therefore that, upon any such breach or threat thereof, We shall be entitled to injunctive and/or other appropriate equitable relief in addition to whatever remedies We may have at law.

MODIFICATION OF THE THIS AGREEMENT AND SERVICES GetEstore.com reserves the right to modify any of the terms and/or conditions of this Agreement, at any time and at GetEsore.com sole discretion, by posting a change notice or a new agreement on our web site. Any modification shall take effect three (3) days following our posting of a change notice or new agreement on the GetEstore.com Web Site. You agree to periodically review the GetEstore.com Web Site for modifications to this Agreement.

TERMINATION This Agreement shall be effective upon the date on which GetEstore.com provides you with access to your Storefront and Members Area. This Agreement may be terminated as follows: (1) by you, at any time and for any reason, (2) by GetEstore.com, at any time and for any reason, by providing you with ten (10) days advance notice; or (3) by GetEstore.com immediately upon notice to you in the event of any breach by you of the terms of this Agreement. Upon any termination of this Agreement your access to the Members Area will terminate, and Internet access to your store will be unavailable.

DISCLAIMER The Services, Your store, the GetEstore.com Web Site and the getEstore.com stores Network, including all communities and other sites, content, features, Merchandise and services We make available to You or Your Customers pursuant to this Agreement, are provided on an "as is" and "as available" basis, at Your sole risk and without representations or warranties of any kind, either express or implied, including but not limited to warranties of title, merchantability, fitness for a particular purpose, non-infringement, or otherwise arising out of a course of performance, dealing or trade usage. Nor are any warranties or commitments made that access or use will be uninterrupted, error free or secure, or as to the results to be obtained from any access or use. You further acknowledge that We bear no responsibility for (a) any Merchandise, (b) the purchase of (or inability to purchase) any Merchandise, (c) Your Content (as defined herein) or any third party's reliance thereon, or (D) Your store Name. You agree that any dispute regarding any Merchandise shall be directed to the manufacturer or supplier of the Merchandise, and not to Us.

LIMITATION OF LIABILITY.

Neither We, nor any of Our affiliates, licensors, or business partners, nor any of Our or their respective personnel shall be liable for business interruption, loss or injury to revenue, profits, business opportunity, business performance, reputation or data or for any indirect, incidental, special, consequential, or punitive damages arising out of or relating to this Agreement, the Services, Your store, the GetEstore.com Network (including all communities and other sites, content, features, Merchandise and services We make available to You or Your Customers pursuant to this Agreement), any access to or use of any of the foregoing, any failure of such access or use or any breach of this Agreement. Without in any way limiting the foregoing, neither We, nor any of Our affiliates, licensors, or business partners, nor any of Our or their respective personnel shall in any event have, in the aggregate, any liability whatsoever in connection with this Agreement in excess of an amount equal to the amounts payable to You as profits during the calendar year in which occurred the first claim alleging liability hereunder. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to You.

GENERAL This Agreement expresses the entire understanding and Agreement between the parties, and supersedes any and all prior or contemporaneous agreements, understandings, or contracts, written or oral, entered into between you and GetEstore.com with respect to the subject matter hereof. No waiver of any breach of this Agreement shall be effective unless made in writing and signed by an authorized representative of the waiving party. Neither your rights nor your obligations arising under this Agreement are assignable or otherwise transferable by you (whether voluntarily or by operation of law) without GetEstore.com written consent, and any such prohibited assignment or transfer shall be void and without effect; provided that if GetEstore.com should so consent in writing, the assignee shall be bound by all of the terms and conditions of this Agreement. Notwithstanding the foregoing, GetEstore.com may assign and/or delegate any or all of its rights or obligations hereunder without your consent. You and GetEstore.com are independent contractors, and nothing in this Agreement shall create or be construed to create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Except as otherwise provided in this Agreement, neither party shall have the right, power, or authority to act or to create any obligation, express or implied, on behalf of the other. You will have no authority to make or accept any offers or representations on GetEstore.com behalf. This Agreement is entered into in the State of California, U.S.A., and shall be governed by and construed under the substantive laws of the State of California, U.S.A., exclusive of its choice-of-law rules. You expressly consent to (a) the exclusive jurisdiction of the federal and state courts within the County of Los Angeles in the State of California, U.S.A., over any dispute arising out of this Agreement, and waive any improper venue or inconvenient forum objections thereto, and (b) service of process being effected upon you by registered or certified mail sent to the most current address for you on file with GetEstore.com. If either party is required to retain the services of an attorney to enforce or otherwise litigate or defend any matter or claim arising out of or in connection with this Agreement, then the prevailing party will be entitled to recover from the other party, in addition to any other relief awarded or granted, its reasonable costs and expenses (including attorneys' fees) incurred in the proceeding. If any provision of this Agreement is found invalid or unenforceable under judicial decree or decision, the remainder will remain valid and enforceable according to its terms.

EXPORT CONTROLS You acknowledge that none of the Proprietary Information may be downloaded, transferred or otherwise exported or re-exported (a) into (or to a national or resident of) any country to which the United States has embargoed the sale of goods or technology; or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Orders. You represent and warrant that You are not located in, under the control of, or a national or resident of any such country or on any such list.

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