Terms of Service for Membership

Our service allows you ("Members") to purchase memberships to online shopping portals within our network. Purchase of site memberships enables Members to post product listings on our shopping portals. This network of shopping portals is viewed by the public ("Users"), who access the portal websites via the World Wide Web.

By opening a membership account with Merkell, Inc., you certify that you have read this Terms of Service document and agree to the policies herein. This Terms of Service document, as amended from time to time, constitutes a binding agreement between you and Merkell, Inc. Furthermore, you certify that you have read our Privacy Policy document and agree to the terms of that document. This document will always be publicly accessible and is subject to change by Merkell, Inc. in its sole discretion. It is our policy to notify Members (except those who have opted out of email notifications) by email of material changes to this document; however, this in no way makes Merkell, Inc. responsible for members' receipt of those messages. It is solely the responsibility of the Members to periodically review this document.

1. Payment and Membership Requirements

A. Subject to the approval of a Merkell, Inc. administrator, Members may purchase membership contracts on shopping portal websites within the Merkell network. All membership contracts must be approved and Merkell, Inc. reserves the right to refuse service to anyone for any reason at any time.

B. Members will have an individual contract with each site they wish to join. Each membership allows the Member to upload products to the pertinent shopping portal. In cases where a Member attempts to join a website with no available memberships, the Member will be placed on that website's waiting list (pending approval of a Merkell, Inc. administrator). When a space becomes available on the desired website, the Member at the top of the waiting list (with an approved request to join) will automatically have their membership contract with that website activated and be charged accordingly. Members may leave a waiting list before their membership with the website becomes active, but Members are responsible for payment once their membership contract moves from waiting list to active. Members will be notified by email when their waiting list status changes to active, but since it is possible for emails to be lost or accidentally filtered out, it is still the responsibility of the Members to monitor their contract status.

C. It is the responsibility of Members to determine which sites they wish to purchase a membership contract with.

D. Members may view their invoices from their online account manager homepage.

E. All fees incurred with the use of our services are non-refundable.

F. Flat rate membership contracts:

i. Flat rate contracts are for a term of one or more months, and payment for the life of the contract is due when the contract is approved by a Merkell, Inc. administrator.

ii. Each flat rate contract purchased is for a specified length of time, the shortest being 1 month. Flat rate contracts that are only 1 month long are considered month-to-month contracts and these contracts automatically renew every 30 days. The Member has the right to cancel the contract at any time. Cancellation of the month-to-month contract will go into effect after the contract's life has ended (30 days). Contracts with a term in excess of one month will automatically convert to month-to-month contracts when their term expires. Members with contracts in excess of one month may also cancel their contracts at any time and the cancellation will go into effect when the contract's life expires.

iii. Pricing of membership contracts will be published in the account manager tool, which all Members have access to. Pricing for each site's membership contracts is subject to change, although pricing changes will have no impact on contracts already in effect at a pre-existing rate for the life of those contracts. (Example: If Member A purchases a 6-month contract for $600 to Site 1 and during the life of that contract Site 1's monthly membership fee is increased to $200, Member A will not be responsible for the $100 per month increase until the 6-month contract expires and they decide to renew.) Month-to-month contracts will be affected by increases in site membership prices when they renew at the end of their 30 day cycle. (Example: Member B has a $100 month-to-month contract with Site 2. Member B's membership contract goes into effect on June 1. On June 20th Site 2's monthly membership fee is increased to $125. When Member B's contract automatically renews on July 1 they will be invoiced and charged for the new $125 rate.) Email notification will be sent to Members (who have not opted out of email notifications) when there is a change in price; however, this in no way makes Merkell, Inc. responsible for Members' receipt of those messages. It is solely the responsibility of the Members to monitor the current membership rates of sites they are under contract with.

iv. Payment is accepted by credit card. Credit cards are billed when site membership contracts become active and the credit cards are billed for the full price of the contract. (Example: Member C chooses a 6-month contract at $200 per month for Site 3. When the contract becomes active, Member C's credit card will be billed $1,200.) Site memberships that are on a month-to-month contract will be billed on the 30 day anniversary of the contract start date for a full month of service. Members who cannot pay by credit card may make a payment by alternative means. Alternative payment arrangements are subject to approval by Merkell, Inc. Members wishing to pay by alternative means may be required to accept a long term contract as a condition of acceptance of the alternative payment.

i. Some sites may offer membership on a CPM basis. In these instances members will be billed at the CPM price for every 1000 exposures his or her product receives. These contracts are billed on a daily basis. Each day, the Member holding a CPM contract will be billed for the previous day's impressions. CPM charges accrue each time any product posted by the member is viewed. CPM members may not cap their daily spending and CPM members are responsible for payment for ALL impressions received on their product uploads. These expenses are non-refundable. Merkell staff will not cancel a membership for a member after a certain dollar expenditure is met. Members are responsible for monitoring their own impressions, expenditures and cancellations.

ii. CPM contracts are considered day-to-day contracts and will continue to accrue charges until cancelled by the Member. Members will have the option to upgrade their account to a flat rate contract, in which case, flat rate terms will apply to the contract.

iii. CPM contract cancellations go into effect immediately. Members cancelling CPM contracts are still responsible for paying for any impressions accrued the day of cancellation before the cancellation went into effect.

iv. Pricing for CPM rates will be published in the account manager tool, which all Members have access to. CPM pricing is subject to change. Email notification will be sent to Members (who have not opted out of email notifications) when there is a change in price; however, this in no way makes Merkell, Inc. responsible for Members' receipt of those messages. It is solely the responsibility of the Members to monitor the current membership rates of sites they are under contract with.

v. Payment is accepted by credit card. Credit cards are billed daily for the previous day's impressions. A $1.00 activation fee applies to all new accounts with CPM contracts. All CPM contract holders are required to keep a valid credit card on file. Failure to keep a valid credit card on file may result in immediate termination of a CPM contract.

vi. CPM contract holders are required to upload 10 products in order to maintain their site membership. Merkell, Inc. reserves the right to upload products from the Member's website if fewer than 10 products have been uploaded.

A. Because the value of our service depends on maintaining a standard of quality, Members are required to review our Product Posting Guidelines and conform to the requirements stated in the document. Merkell, Inc. reserves the right to, and in their sole discretion may at any time review, edit, reject, modify, or remove any products posted on our websites. No liability of Merkell, Inc. shall result from any such decision. In addition, Merkell, Inc. may at its discretion request that Members rescind changes made to a product posted on a website. Merkell, Inc. WILL NOT ISSUE REFUNDS for contracts suspended for what we consider inappropriate use of our services. Inappropriate use of our service includes, but is not limited to:

• Posting products on a website that do not fit into the website's subject matter
• Posting unprofessional product photos or photos that are otherwise of an unacceptable quality
• Misleading Merkell, Inc. staff about the types of products you intend to post on our websites
• Posting products that are illegal to sell in the United States
• Using language that is defamatory, obscene, threatening, or abusive in your product descriptions, product names or company description
• Posting products that violate copyright, trademark, trade secret or other intellectual property rights of others or violate the privacy, publicity or other personal rights of others.
• Posting links to web pages that violate laws and/or regulations.
• Use of any device, software or routine to interfere or attempt to interfere with the proper working of our service, or that interferes with another party's use of our service. Transmission of worms or viruses or any code of a destructive nature Such inappropriate uses of our service will be deemed a violation of this agreement.

B. Members shall not make false claims about their own products or services, or mislead or misinform consumers. Merkell, Inc. assumes no liability for Members who do otherwise or for consequences that arise as a result of a Member making false or misleading claims.

C. Failure to pay an invoice for a website membership contract will result in deactivation of the membership contract. For example, if the credit card we have on file for some reason cannot be charged, the contract that has an invoice due will be made inactive. The Member may update their payment information so that we can charge their account, but they will have to reactivate the website membership contract that was deactivated for non-payment. If there is no space available on the website with the deactivated membership contract, the Member may join that website's waiting list.

3. Permission to Use Materials Submitted To Merkell, Inc.

A. When a Member enters into a website membership contract, consent is given for Merkell, Inc. to reproduce, publish, display and distribute any and all materials submitted by the Member. This includes product photographs and product descriptions. Use of submitted materials includes, but is not limited to:

• Incorporation into web banner or print advertisements
• Promotional materials for the website(s) the Member is under contract with
• In brochures or other marketing materials used for the promotional purpose of our service.

C. By submitting photographs, text copy or other materials to Merkell, Inc., the Member grants to Merkell, Inc. a nonexclusive, worldwide, perpetual, royalty-free license to use, reproduce, publish, display and distribute such content pursuant to the terms of paragraphs 3.A. and 3.B. above. Such Member further certifies that it is the owner or licensee of all patent, copyright, mask work, trademark, service mark, and any and all other proprietary rights and interests therein and has full power and authority to license or sub-license such content to Merkell, Inc.

4. Warranty

A. The Member acknowledges and agrees that Merkell, Inc. makes no guarantee regarding sales, the number of impressions or clicks for any products posted on our websites. The Member acknowledges that they are using this service at their own risk and that the service is provided "as is".

B. Merkell, Inc. does not represent or guarantee that access to our service will be uninterrupted or that there will be no failures, errors or omissions or loss of data transmitted to us.

C. Merkell, Inc. makes no warranty concerning the quality, safety or legality of the products posted to our shopping portal websites. Merkell, Inc. also makes no warranty regarding the accuracy of those products' descriptions or the ability of the retailers to sell said products.

5. Liability and Indemnification

A. Merkell, Inc. disclaims any liability for the posting of content to our websites that is an infringement on any party's rights or the law. We certify that, based on this document, we have acted in good faith in preventing our membership from misconduct of this kind and shall not be held responsible for claims against our membership.

Merkell, Inc. explicity disclaims all warranties, expressed or implied, including but not limited to, reliability, merchantability, non-infringement, fitness for a particular purpose or any other warranty condition, guarantee or representation, whether oral, electronic or written. This is also including, but not limited to, completeness or accuracy of any information contained therein.

Merkell, Inc. shall be released from any and all claims, demands and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with transactions between our Members and consumers who have used our shopping portal websites. Merkell, Inc. shall not be held liable for damages allegedly sustained arising out of this agreement of use of our services. Furthermore, Merkell, Inc. shall not be held liable for damages allegedly sustained from the purchase or sale of any goods or merchandise. Members agree to release Merkell, Inc. from claims, demands or damages of any kind arising out of or in any way connected with use our services.

B. By opening a membership account, each Member hereby agrees to indemnify and hold harmless Merkell, Inc, and each Merkell, Inc. shareholder, director, officer, employee, contractor, customer or agent from and against any and all liabilities, damages or losses, including reasonable attorneys' fees, arising out of claims, judgments, actions, suits, judicial or administrative orders, or settlements based on (i) allegations that content posted to a website by such Member infringes on the intellectual property or other rights of any person, (ii) any inaccuracy in or breach of the intellectual property certification set forth at paragraph 3.C hereof, (iii) transactions between such Member and any actual or potential customer, or (iv) products or services sold or advertised, or claims made in advertising, by such Member on any Merkell, Inc. website, or (v) such Member's membership or use of Merkell, Inc. services.

6. Governing Law and Dispute Resolution

This Terms of Service document shall be governed by and construed in accordance with the laws of the State of Maryland, without reference to any conflicts of law provisions thereof. Any dispute arising under this Terms of Service document, or in connection with a Member's membership in the Merkell, Inc. network, shall be subject to the exclusive jurisdiction of the State and Federal courts located in the City of Baltimore, Maryland.