THIS IS A BINDING LEGAL AGREEMENT. BY CLICKING ON THE "I ACCEPT" BUTTON BELOW AND PROVIDING YOUR CONTACT INFORMATION TO KAGI ON THE FOLLOWING WEB PAGE(S), YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE "I DO NOT ACCEPT" BUTTON BELOW.

KAGI RESERVES THE RIGHT TO ACCEPT OR REJECT YOUR APPLICATION FOR ANY REASON. YOUR AGREEMENT IS FINALIZED AND BECOMES EFFECTIVE AS OF THE DATE KAGI SENDS YOU A COMMUNICATION ACCEPTING YOU AS A KAGI SUPPLIER.

KAGI SUPPLIER E-COMMERCE AGREEMENT

You (and your organization, if appropriate) agree to the following business relationship with Kagi.

1.

Definitions.

1.1

"Account" means the money that Kagi collects and holds for you, plus the money Kagi collects from you, minus the amount Kagi withholds to pay Commissions and fees.

1.2

"Business Affiliates" means all third party vendors, service providers, suppliers, distributors, resellers, contractors and agents who will be performing services directly or indirectly for Kagi under this Agreement.

1.3

"Chargeback" means that the credit card issuer has cancelled a previously authorized credit card charge, has returned the money from that credit card charge to the cardholder, and has deducted that money and any additional fees from Kagi. In this agreement "Chargeback" does not refer to the situation where the Customer has purchased directly from you utilizing Kagi Services, Kagi Sites or Kagi Technology.

1.4

"Commission" means the portion of your Product's purchase price that Kagi retains from Kagi's sale of your Products as payment for (a) providing the Kagi Services to you and for your store and (b) for your and your store's use of the Kagi Sites and Kagi Technology.

1.5

"Customers" means the people and/or companies who purchase Products through the Kagi Services, whether the products are sold by Kagi, its Business Affiliates or sold directly by you.

1.6

"Data" means the Product purchase transaction information that Customers provide.

1.7

"In Writing" means any communication method that transfers information via the written word such as, but not limited to, a written letter delivered via postal mail or courier service, fax, email, instant message, SMS (mobile phone Short Message Service) or web form.

1.8

"Kagi Marketplace" means Kagi's online shopping portal where your Products could be displayed for sale.

1.9

"Kagi Products" means Products sold by Kagi and provided by Kagi or its Business Affiliates.

1.10

"Kagi Services" means the product ordering fulfillment services provided by Kagi or its Business Affiliates.

1.11

"Kagi Sites" means Internet sites located in the kagi.com domain, or other Internet sites managed and controlled by Kagi or its Business Affiliates.

1.12

"Kagi Technology" means any software or other technology that Kagi may provide to you that is used on Your Sites, in your Products or on Customer computers, which may be proprietary to Kagi or a Business Affiliate.

1.13

"Product Information" means data you supply to Kagi or its Business Affiliates containing information about your Products such as names, descriptions and prices.

1.14

"Products" means the licenses to use digital items, physical items, information and/or services you sell through the Kagi Services, subject to the terms and conditions set forth in the licenses and customer agreements.

1.15

"Your Sites" means Internet sites with content that you control directly or indirectly.

2.

Appointment.

2.1

Appointment. You hereby appoint Kagi as an authorized non-exclusive representative to sell, distribute and market your Products through the Kagi Sites and/or to provide e-commerce technology to you. You hereby authorize Kagi to license or sub-license Business Affiliates to act on Kagi's behalf to sell, distribute or market your Products and/or to provide e-commerce technology to you. Kagi accepts this appointment and agrees to use reasonable efforts to perform the Kagi Services with regard to your Products. The appointment lasts for the term of this Agreement.

2.2

Effective Date. For existing suppliers, as of August 15, 2008, this Product Supplier E-Commerce Agreement replaces all prior Product Supplier Agreements, including Product Supplier Agreements that may have been modified as set forth in Section 14.7, "Entire Agreement; Miscellaneous". Suppliers with existing Addendum A, "Pricing" that differs from the attached standard Addendum A, "Pricing" shown below will retain their existing pricing.

3.

Kagi Responsibilities.

3.1

Kagi Services. Kagi will:

3.1.a

Receive Data from Customers;

3.1.b

Deliver the Data for each purchase transaction of your Products to you electronically;

3.1.c

Receive payments from Customers and credit the funds to your Account, minus any applicable taxes charged on the sale of your Product, if Customer has not already paid such taxes. Receive payment information from Customers and pass payment information to your payment processing provider. Customers may pay Kagi or you in any mutually acceptable form, including but not limited to credit card, check, cash, and/or pre-payment plans;

3.1.d

Send payments to you of the amounts in your Account, if any, minus the Commission and any fees for Payment Servicing, as set forth in Section 6, "Commission and Payment Servicing," (below) according to the payment schedule in Section 7, "Payment of Compensation," (below);

3.1.e

Collect payments from you of the amounts in your Account, if any, minus the Commission and any fees for Payment Servicing, as set forth in Section 6, "Commission and Payment Servicing," (below) according to the payment schedule in Section 7, "Payment of Compensation," (below);

3.1.f

Receive and fulfill requests by Customers, or other interested third parties acting on a Customer's behalf, for the reimbursement of money paid to Kagi for Products; and

3.1.g

Pay appropriate United States, California State Sales Taxes and appropriate European Union VAT (Value Added Tax) when Kagi purchases your Products and your Products are sold to Customers by Kagi.

3.1.h

Display your Products in the Kagi Marketplace, at Kagi's discretion.

3.1.i

Display Kagi Products in your store, at Kagi's discretion.

3.2

Kagi Services Standard. Kagi will:

3.2.a

Protect the Data from unauthorized access, interception, and copying according to reasonable industry standards;

3.2.b

Provide the Kagi Services in a timely manner so you can supply your Products to Customers in a timely manner;

3.2.c

Maintain confidentiality of the Data and your information, unless necessary to verify your identity, attempt to resolve disputes, process transactions, or comply with applicable laws or court orders;

3.2.d

Compile and may disclose aggregate data about the Kagi Services so long as Kagi continues to comply with the obligations in 3.2.c above; and

3.2.e

Ensure that the Kagi Services conform substantially to the Kagi marketing materials.

3.3

Limitations. Kagi's obligations, as described above in Section 3.2 "Kagi Services Standard," are subject to the following limitations:

3.3.a

Kagi is not responsible for how you conduct your business. In particular, Kagi is not responsible to you or any third party for your failure to deliver Products or for any problems with your Products. If Kagi is contacted by a Customer, Kagi's only responsibility is to provide the Customer with available contact information for you and to encourage the Customer to contact you directly;

3.3.b

Kagi is not responsible to you or any third party if Customers fail to deliver to Kagi the full purchase price of Products ordered;

3.3.c

Kagi has no obligation to market or maintain your Products or to achieve any level of sales for your Products;

3.3.d

Kagi reserves the right to refuse transactions from any Customer, for any reason;

3.3.e

Kagi takes on no obligations not specified in this Agreement, fiduciary or otherwise;

3.3.f

Kagi is not responsible for any failure or delay in performing its obligations if the failure or delay (1) is caused by your act or omission; (2) results from actions Kagi takes in a reasonable good faith effort to avoid violating any law, rule, or regulation; or (3) is caused by circumstances beyond Kagi's control. Kagi is not required to execute transactions for Products that, to Kagi's knowledge, are illegal or restricted in the Customer's country, in your country, or in the U.S.;

3.3.g

Kagi may stop providing the Kagi Services to you if you (1) do not respond to communications from Kagi in a timely manner, (2) do not respond to communications from Customers in a timely manner, (3) do not abide by the terms of this Agreement, or (4) your Account balance is negative. If Kagi stops providing Kagi Services for you, Kagi may explain the reason(s) why to Customers. If Kagi stops providing Kagi Services for you and you fail to contact Kagi, Kagi will hold the funds in your Account for twelve (12) months after Kagi stops providing Kagi Services for you, during which time Kagi will attempt to contact you. After twelve months, any funds in your Account will be irrevocably transferred to Kagi; and

3.3.h

You agree that no Internet transmission or encryption technology is completely safe from unauthorized access or tampering and you agree not to hold Kagi liable for any such acts.

3.4

Other Services. You may request other services from Kagi not included in the Kagi Services. Kagi will notify you either In Writing or orally of the costs and fees associated with such services, if such services are available ("Other Services"), and you may then either accept or reject Kagi's offer. If you accept Kagi's offer, Kagi will provide the Other Services with the associated costs and fees until you or Kagi cancel the Other Services.

4.

Your Responsibilities.

4.1

Product Information. Upon Kagi's request, you will promptly deliver your Product Information to Kagi.

4.2

Delivery. You agree that within the time period you specify (or if no period is specified, twenty (20) calendar days from the verified transaction), you will either deliver or have shipped your Product(s) to the Customer who has purchased from Kagi in such verified transaction or initiate a refund of the money paid to Kagi for the purchase of your Product(s). You are responsible for all expenses relating to Product delivery or refund, including shipping, handling, storage, insurance, delivery, replacements for defective Product, and replacements for undelivered Product, even after Kagi resells the Product(s) shipped to Customers.

4.3

Delivery Method. Upon Kagi's request, you agree to promptly inform Kagi of how each Product will be delivered when sold by Kagi. Upon Kagi's request, for each Customer purchase of your Products through Kagi you agree to promptly provide Kagi with (a) date of shipment or delivery, (b) shipping or delivery method, and if available (c) a shipment tracking number. Your Products ordered by a Customer from Kagi shall be purchased from you by Kagi and resold by Kagi upon the date such Products are ready to ship to the Customer.

4.4

Your Information. You agree to provide true and accurate information, including a valid physical address, telephone number and Internet e-mail address for communicating with Kagi. You must inform Kagi promptly and In Writing of any changes to your information.

4.5

Use of the Kagi Services. In using the Kagi Services, you agree:

4.5.a

Not to use the Kagi Services to violate any law, rule, regulation, or contractual obligation. You also agree not to use the Kagi Services in any way that would cause Kagi to be subject to investigation, prosecution or legal action.

4.5.b

To describe accurately your Products, their prices, how the Customer can purchase them, and the point at which a sale has been finalized and is irreversible.

4.5.c

Not to use the Kagi Services to have Kagi transmit or to have Kagi associated with any transmission of harassing, libelous, abusive, threatening, vulgar, obscene or otherwise objectionable material of any kind, in Kagi's sole opinion. You also agree that you will neither use the Kagi Services nor the Data to violate the privacy of the Customers. You agree to not intrude in areas of Kagi's servers and systems not specifically authorized to you.

4.5.d

Not to use the Kagi web address or e-mail address in any manner that is illegal or inappropriate, in Kagi's sole opinion.

4.6

Credit Card Information Restriction. When the Customer is purchasing from Kagi, you agree not to deliver to Kagi any Customer payment information sufficient to purchase products, including but not limited to; credit card or debit card account numbers, expiration dates or security information, bank account information, or account details for any other method of payment. If you attempt any such delivery, Kagi may immediately terminate this Agreement without liability. This restriction does not apply when you are the Customer and you are supplying your personal payment information. This restriction does not apply when you are selling directly to the Customer through your payment processing provider.

4.7

Customer Support. You agree that you are solely responsible for providing support for your Products to Customers. You further agree that you are responsible for all costs related to supporting your Products.

4.8

Customer Privacy. You agree to maintain the confidentiality and limit the use of Data you receive from each transaction in the most restrictive manner as specified for each transaction by Kagi and the Customer.

5.

License Grants.

5.1

Your License. Kagi grants to you a worldwide, non-transferable, and non-exclusive license to create hypertext links from Your Sites to the Kagi Sites to give potential Customers access to the Kagi Services. Kagi grants to you a worldwide, non-transferable, and non-exclusive license to display Kagi logos and trademarks on Your Sites in accordance with Kagi's then current trademark use guidelines unless such display on Your Sites is deemed inappropriate by Kagi. Kagi grants you a worldwide, non-transferable, non-exclusive license to use the Kagi Technology only as necessary for Kagi to distribute and sell your Products.

5.2

Kagi Product License. If any of your Products are electronically distributed, Kagi may request a sample for Kagi's internal use and/or marketing purposes. If you agree to this request, you grant to Kagi, a worldwide, non-transferable, non-exclusive, royalty-free and paid-up license to use, reproduce, publicly display and publicly perform the Products for internal use and/or marketing purposes. Such grant by you to Kagi for internal use may be revoked at any time with 180 day(s) prior written notice to Kagi.

5.3

Kagi Product Information License. You grant to Kagi and its Business Affiliates a worldwide, non-transferable and non-exclusive license to use and publicly display your Product Information within the Kagi Services.

5.4

Restrictions and Reservation of Rights. You and Kagi each reserve all of your respective rights not otherwise expressly granted in this Section 5, "License Grants."

5.5

Kagi License. You grant to Kagi and its Business Affiliates a worldwide, non-transferable, and non-exclusive license to create hypertext links from the Kagi Sites to Your Sites. You grant to Kagi and its Business Affiliates a worldwide, non-transferable, and non-exclusive license to display and/or index on Kagi Sites your logos, trademarks, images, and information that you have specified to Kagi.

6.

Commission and Payment Servicing.

6.1

Commission. The Commission on each transaction is detailed in Addendum A, "Pricing". Revisions to Addendum A, "Pricing" must be In Writing and must be agreed to by Kagi and you before the revisions are part of this Agreement with you. For existing suppliers with existing pricing that differs from the standard Addendum A, "Pricing" shown below, that alternate Addendum A continues to replace the standard Addendum A shown below unless the supplier requests that their pricing be changed to the standard Addendum A shown below.

6.2

Payment Servicing Fees. You are liable for all "Payment Servicing Fees". Payment Servicing Fees may include any amounts incurred by Kagi in handling Customer requests, such as, but not limited to, returned check fees, credit card refunds, Chargebacks, fees and penalties associated with chargebacks, long distance phone or fax charges, postage supplies, costs associated with conversion of currency, legal expenses, and document delivery. Payment Servicing Fees may also include any amounts paid by Customers to Kagi for the delivery of written receipts.

6.3

Excessive Customer Support Fees. Kagi has the right to designate no more than one out of every four hundred (400) active Kagi Suppliers as Suppliers whose product sales generate excessive and unnecessary customer support. Excessive customer support means that in Kagi's opinion, compared to all other Product sales, a very high percentage of all Product sales for a specific Supplier require some after sales interaction between Kagi employees and the purchasing Customer or the Product Supplier. Unnecessary customer support means that in Kagi's opinion, suggestions by Kagi to the Product Supplier that should minimize customer support needs have not been implemented to Kagi's satisfaction. Such designation would be proceeded with two or more communications from Kagi to the Supplier, beginning four (4) weeks prior to the designation, warning of the reasons for this potential designation and actions that can be taken by the Supplier to avoid the designation. A Supplier designated as causing excessive and unnecessary customer support will be charged an additional one percent (1.00%) monthly of all sales (Kagi and Supplier direct sales) of their Products until the designation is removed by Kagi at Kagi's sole discretion.

7.

Payment of Compensation.

7.1

Account. Kagi will use reasonable efforts to establish and maintain your Account. Kagi will credit and debit money from your Account in accordance with this Agreement. You agree that you are not entitled to any interest generated from amounts on deposit in your Account.

7.2

Payments. Within twenty (20) days after the end of every month (or the first business day thereafter if day 20 is not a business day), or on another less frequent time schedule you request In Writing, Kagi will begin the transmission to you or begin the collection from you, per your instructions, of all amounts in your Account, minus applicable Commissions, Payment Servicing Fees, amounts withheld per this agreement, and fees due for Kagi Technology and Other Services. You understand that if you have requested your payment in a non-USD currency that conversion fees may apply and that Kagi cannot guarantee any specific conversion fee. If such amount is positive, you understand that the time between transmission, per your instructions, and your receipt of the amounts is not under Kagi's control. Payments to you are subject to Kagi's withholding rights under Section 7.3, Withholding, below. You may also request In Writing that Kagi send payments to you only when your Account balance exceeds a minimum amount that you specify. If at the end of the month, there are no Payments to you because your Account balance is negative, Kagi may at its option immediately collect the negative balance from a credit card that you have on file or invoice you for the amount due. If Kagi chooses to invoice you, such invoice shall be due and payable 30 days after the invoice date.

7.3

Withholding. Kagi may withhold certain amounts from payments to you if Kagi anticipates that those amounts will be returned to Customers, or if Kagi anticipates Chargebacks of your sales, or if Kagi anticipates the non-delivery of Products, or if Kagi anticipates that your Account balance will become negative. Kagi will resume the delivery of payments to you when Kagi determines that the balance of money owed to you exceeds the amount potentially necessary to cover future fees, expenses and reimbursements to Customers.

7.4

Returns. Kagi shall attempt to notify you by email within two (2) business days of any request received by Kagi for a refund of money paid to Kagi toward the purchase of a Product ("Refund Request"). Kagi shall refund the money paid for the purchase transaction and shall debit the money from your Account if either (i) Kagi receives your approval of a Refund Request within ten (10) calendar days of Kagi's Refund Request notification, or (ii) Kagi receives no response from you within ten (10) calendar days of the Refund Request notification, or (iii) in Kagi's opinion the denial of a Refund Request will likely result in a Chargeback. Kagi shall not refund Customer's money if within ten (10) calendar days of Kagi's Refund Request notification the Customer withdraws the Refund Request.

7.5

Accounting. A detailed accounting will be provided to you, identifying the source and amount of revenues received by Kagi for purchase of your Products, along with the applicable Kagi Commissions and Payment Servicing Fees withheld.

7.6

Inspection Rights. At your own expense, you may annually inspect Kagi's records to verify amounts payable to you under this Agreement. You may employ a certified public accountant for this purpose. Kagi will maintain such records for at least one (1) year after the dates of the underlying transactions. Any such inspection will be confidential and conducted during ordinary business hours after Kagi is given reasonable written notice, in no event less than one (1) week. If the sum of all revenues paid to you for twelve (12) months preceding the inspection is in error, the error shall be corrected by either; (a) you paying Kagi any overpayment or, (b) Kagi paying you any underpayment. If the sum of all revenues paid to you for twelve (12) months preceding the inspection is in error by five percent (5%) or more, then Kagi will pay the documented expenses of the certified public accountant.

7.7

Chargebacks. Kagi shall attempt to notify you within two (2) business days of any Chargeback or Chargeback request received by Kagi for money paid to Kagi toward the purchase of a Product ("Chargeback Request"). Chargeback Requests are imposed by credit card issuers and you acknowledge and agree that Kagi cannot decline a Chargeback Request. In the attempted notification, Kagi may offer you possible choices and estimated costs regarding ways you may attempt to reverse the Chargeback Request.

7.8

US Tax Identification Numbers. For suppliers currently subject to United States income taxes, Kagi can be required by law to file a United States tax form for services rendered, such as affiliate earnings. For suppliers for whom Kagi is required to file a United States tax form, Kagi will withhold payments for services rendered totaling more than USD 500 in one tax year if you have not provided Kagi with a United States tax form declaring your United States Social Security Number or Employer Identification Number.

7.9

Excessive Chargeback Penalties. Should the number of Chargebacks to Kagi and refunds issued by Kagi to prevent Chargebacks exceed a limit specified by any credit card processor or issuer, and if this condition triggers financial penalties to Kagi from any credit card processor or issuer, and if your transactions comprise more than twenty five percent (25%) of the Chargebacks and refunds that triggered the financial penalties, you shall be liable to Kagi for the full amount of such financial penalties.

8.

Intellectual Property Ownership and Proprietary Rights Notices. All title, ownership rights, and intellectual property rights in the Kagi Services, Kagi Technology and Kagi Sites and any modifications or derivative works of the Kagi Services, Kagi Technology or Kagi Site, whether made by Kagi, you, or anyone else, are and will remain Kagi's or its Business Affiliates', as applicable, sole property. The Kagi Services, Kagi Technology and Kagi Sites are protected by copyright and other intellectual property laws and by international treaties.

9.

Disclaimer of Warranties.

9.1

Limitation on Warranties. Kagi and its Business Affiliates make the following disclaimers of warranty:

9.1.a

Kagi and its Business Affiliates make no warranty that the Kagi Services, Kagi Technology or Kagi Sites will meet your requirements, or that the Kagi Services, Kagi Sites or use of Kagi Technology will be uninterrupted, timely, secure, or error free. Kagi and its Business Affiliates make no warranty as to the results that you may obtain from the use of the Kagi Services, Kagi Sites or Kagi Technology or as to the accuracy or reliability of information obtained through the Kagi Services, Kagi Sites or Kagi Technology.

9.1.b

You understand and agree that there are inherent limitations with secure transaction processing over the Internet, and you agree to determine whether the Kagi Services, Kagi Sites and the Kagi Technology meet your required level of security. Any breaches of security or delays in data transmissions related to the Kagi Services, Kagi Sites or Kagi Technology are at your sole risk and Kagi and its Business Affiliates expressly disclaim any liability as to such a delay or security breach.

9.1.c

You understand and agree that any material and/or data downloaded or otherwise obtained through the use of the Kagi Services, Kagi Sites or Kagi Technology is done at your own discretion and risk and that you are solely responsible for any damage to your computer system or loss of data that results from the download of such material and/or data.

9.1.d

Kagi and its Business Affiliates make no warranty regarding any goods or services purchased or obtained through the Kagi Services, Kagi Sites or Kagi Technology or any transactions entered into through the Kagi Services, Kagi Sites or Kagi Technology.

9.1.e

No advice or information, whether oral or written, obtained from Kagi or through the Kagi Services, Kagi Sites or Kagi Technology creates any warranty not made in this Agreement.

9.1.f

No dealer, agent, or employee of Kagi is authorized to make any customized modifications, extensions, or additions to the limited warranty set forth here in Section 9.1, "Limitation on Warranties" in this Agreement with you.

9.2

KAGI AND ITS BUSINESS AFFILIATES PROVIDE THE KAGI SERVICES, KAGI SITES AND KAGI TECHNOLOGY AS DESCRIBED IN THIS AGREEMENT "AS IS" AND ON AN "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND. YOU EXPRESSLY AGREE THAT YOUR USE OF THE KAGI SERVICES, KAGI SITES AND KAGI TECHNOLOGY IS AT YOUR SOLE RISK. EXCEPT FOR THOSE WARRANTIES WHICH CANNOT BE DISCLAIMED UNDER APPLICABLE LAW, KAGI AND ITS BUSINESS AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES, CONDITIONS AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, AS TO ANY MATTER WHATSOEVER INCLUDING, WITHOUT LIMITATION, ANY AND ALL WARRANTIES, CONDITIONS AND REPRESENTATIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. IN NO EVENT WILL WARRANTIES PROVIDED BY LAW, IF ANY, APPLY, UNLESS THEY ARE REQUIRED TO APPLY BY STATUTE NOTWITHSTANDING THEIR EXCLUSION BY CONTRACT. You expressly agree that your use of Kagi Services, Kagi Sites and Kagi Technology is at your sole risk.

10.

Limitation Of Liability.

10.1

No Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, KAGI AND ITS BUSINESS AFFILIATES WILL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND RESULTING FROM (i) THE USE OR INABILITY TO USE THE KAGI SERVICES, KAGI SITES OR KAGI TECHNOLOGY, (ii) COST OF PROCUREMENT OF SUBSTITUTE GOODS RESULTING FROM ANY PRODUCTS PURCHASED OR OBTAINED VIA USE OF THE KAGI SERVICES, KAGI SITES OR KAGI TECHNOLOGY, (iii) MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE KAGI SERVICES, KAGI SITES OR KAGI TECHNOLOGY, OR (iv) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, REVENUE OR GOODWILL; WORK STOPPAGE IN ANY WAY ARISING OUT OF OR RELATED TO THE KAGI SERVICES, KAGI SITES, KAGI TECHNOLOGY OR THIS AGREEMENT; COMPUTER FAILURE OR MALFUNCTION; OR ANY AND ALL OTHER COMMERCIAL DAMAGES, REGARDLESS OF THE FORM OF THE ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF A REPRESENTATIVE OF KAGI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2

Basis of Bargain. THIS DISCLAIMER OF LIABILITY FOR SUCH DAMAGES WILL NOT BE AFFECTED BY ANY FAILURE OF THE SOLE AND EXCLUSIVE REMEDIES UNDER THIS AGREEMENT. YOU HAVE ACCEPTED THE DISCLAIMER OF LIABILITY FOR DAMAGES AS PART OF THE BASIS OF THE BARGAIN AND UNDERSTAND THAT THE FEES HEREUNDER WOULD BE HIGHER IF KAGI WERE REQUIRED TO BEAR LIABILITY FOR SUCH DAMAGES.

10.3

Damages Cap. IN NO CASE WILL KAGI'S TOTAL LIABILITY TO YOU ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE TOTAL FEES AND COMMISSIONS RETAINED BY KAGI PURSUANT TO THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CIRCUMSTANCES GIVING RISE TO SUCH DAMAGES. KAGI'S BUSINESS AFFILIATES WILL HAVE NO LIABILITY WHATSOEVER UNDER THIS AGREEMENT.

11.

Title and Indemnification.

11.1

Title and Indemnification by Kagi. Kagi represents that it has sufficient right, title, and interest in the Kagi Sites to enter into this Agreement. Kagi will indemnify, defend, and hold you harmless against any loss or damage, including attorneys' fees and costs of litigation, arising from claims of a third party based in whole or part on:

11.1.a

the infringement of a U.S. copyright or U.S. trademark by the Kagi Sites actually known to Kagi; or

11.1.b

the willful misconduct of Kagi, its employees or agents.

11.2

Title and Indemnification by You. You represent that you have sufficient right, title and interest in the intellectual property associated with the Product Information and Your Site. You will indemnify, defend, and hold Kagi (its parents, subsidiaries, affiliates (including Business Affiliates), officers, and employees) harmless against all loss, damage or expense of any kind, including attorneys' fees and costs of litigation, arising from claims of a third party (including claims, assertions and investigations of a governmental agency) that arise in whole or part from:

11.2.a

your misuse of the Data;

11.2.b

any action arising from Products or use of the Products purchased via the Kagi Services;

11.2.c

the infringement by your Products, Product Information, or Your Site, of any patent, copyright, trademark, or other intellectual property right or other right of any person or entity;

11.2.d

false advertising, a Lanham Act claim, privacy or slander based on Products purchased through or statements made on Your Site or in the Product Information; or

11.2.e

your gross negligence or willful misconduct or that of your employees or agents.

11.3

Procedure. In the event that either you or Kagi becomes aware of a claim described in Sections 11.1, "Title and Indemnification by Kagi," or 11.2, "Title and Indemnification by You," for which you or Kagi may seek indemnification (the "Indemnified Party"), the Indemnified Party will promptly give the other party (the "Indemnifying Party") notice of the claim within thirty (30) calendar days following the date that the Indemnified Party became aware of such claim, and permit the Indemnifying Party to assume the defense of the claim. The Indemnified Party will cooperate fully in defense of the claim, and the Indemnifying Party will pay the Indemnified Party's costs and expenses as incurred. The Indemnifying Party will have no liability under this Section 11, "Title and Indemnification," unless the Indemnified Party has complied with the obligations laid out in this paragraph.

11.4

Prevention of Infringement. If any component of the Kagi Sites or Kagi Technology becomes, or in Kagi's opinion is likely to become, the subject of a claim of infringement, then you will permit Kagi, at Kagi's option and expense, either (a) to procure for you the right to continue using the Kagi Sites or Kagi Technology as permitted in this Agreement, or (b) to replace or modify the potentially infringing component of the Kagi Site or Kagi Technology so it no longer infringes. If, after using reasonable efforts, Kagi is unable to cure the potential infringement, either party may terminate this Agreement upon thirty (30) days written notice to the other. If any component of Your Sites becomes, or in your opinion is likely to become, the subject of a claim of infringement, then Kagi will permit you, at your option and expense, either (i) to procure for Kagi the right to continue using Your Sites as permitted in this Agreement, or (ii) to replace or modify the potentially infringing component of Your Sites so it no longer infringes. If, after using reasonable efforts, you are unable to cure the potential infringement, either party may terminate this Agreement upon thirty (30) days written notice to the other.

11.5

Sole and Exclusive Remedy. THE FOREGOING STATES THE ENTIRE LIABILITY OF KAGI, AND IS YOUR SOLE AND EXCLUSIVE REMEDY FOR, INFRINGEMENT OF COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS OF ANY KIND IN ANY JURISDICTION. Kagi will have no liability to you if any alleged infringement or claim is based on (i) modifications to the Kagi Sites or Kagi Technology made by you, or (ii) the use of the Kagi Sites or Kagi Technology in connection or combination with equipment, devices, services or software or in a manner for which it was not intended.

12.

Confidentiality.

12.1

Definition of Confidential Information. "Confidential Information" means all materials or information disclosed by either you or Kagi (the "Disclosing Party") to the other (the "Recipient") in confidence. Confidential Information does not include information that:

12.1.a

is or becomes generally available to the public other than;

12.1.a(i)

as a result of a disclosure by the Recipient, the Recipient's employees, or any other person who receives the information from the Recipient or the Recipient's employees; or

12.1.a(ii)

as a result of a disclosure by a third party who is known by the Recipient as having violated a confidentiality obligation to the Disclosing Party,

12.1.b

is or becomes available to Recipient on a non-confidential basis from a source that is entitled to disclose it to Recipient, or

12.1.c

was developed by employees or agents of the Recipient independently of and without reference to any information communicated to the Recipient by the Disclosing Party.

12.2

Obligation of Confidentiality. During the term of this Agreement, the Disclosing Party may provide Confidential Information to the Recipient, who agrees to the following:

12.2.a

The Recipient will hold the Confidential Information in strict confidence, with the understanding that the Recipient may disclose the Confidential Information to employees, contractors, and advisors who need to know the Confidential Information to fulfill the Recipient's obligations under this Agreement.

12.2.b

The Recipient will advise these individuals that the Confidential Information is confidential and that by receiving such information they agree to be bound by the terms of this Section 12, "Confidentiality".

12.2.c

Without the Disclosing Party's prior written consent, the Recipient will not, and will direct its employees, contractors, and advisors not to, disclose the Confidential Information in whole or part, except to the extent compelled by law.

12.2.d

The Recipient will employ all reasonable steps to protect the Confidential Information from unauthorized or inadvertent disclosure or use, including all steps that the Recipient takes to protect its own trade secrets.

12.3

Injunctive Relief. You understand and agree that monetary damages would not be a sufficient remedy for any breach of the Recipient's obligations under Section 12, "Confidentiality" and that the Disclosing Party will be entitled to specific injunctive relief as a remedy for any such breach. Such remedy will be in addition to all other available legal or equitable remedies. The Recipient agrees to reimburse the Disclosing Party for all costs and expenses incurred by the Disclosing Party related to enforcement of Section 12, "Confidentiality," of this Agreement.

13.

Term and Termination.

13.1

Term. This Agreement will continue until terminated by either you or Kagi in the manner provided in this Agreement by giving the other party at least ninety (90) days notice.

13.2

Termination for Breach or Insolvency. Either you or Kagi may terminate this Agreement (i) upon thirty (30) days notice for material breach by the other of any of its obligations as laid out in this Agreement unless such breach is cured with a thirty (30) day period, and (ii) immediately after giving notice if the other party becomes insolvent or if any proceeding is commenced by or against the other party under any law providing relief to such other party as debtor.

13.3

Termination in Case of Violation of Law. Kagi may terminate this Agreement immediately upon notice without liability if (i) Kagi is notified or otherwise determines in good faith that you are using the Kagi Services, Kagi Sites or Kagi Technology in any way that violates any law, rule, or regulation, or (ii) Kagi, or its directors, officers, stockholders, employees or agents are made the subject of a criminal or civil action or investigation or are threatened by such action as a consequence of your use of the Kagi Services, Kagi Sites or Kagi Technology.

13.4

Termination in Case of Negative Account Balance. Kagi may terminate this Agreement immediately upon notice without liability if Kagi is notified or otherwise determines in good faith that continued association with you could result a negative Account balance that you might be unable or unwilling to repay.

13.5

Rights Upon Termination. Upon termination of this Agreement:

13.5.a

You will immediately cease using the Kagi Services, Kagi Technology and all other Kagi intellectual property;

13.5.b

Within fifteen (15) days after the termination, you and Kagi will both immediately deliver to the other or destroy all copies of Confidential Information and Kagi Technology or other materials owned solely by the other. If these materials are destroyed, you or Kagi will provide to the other written certification within fifteen (15) days of such destruction.

13.6

Survival. Sections which by their nature survive termination will survive any termination of this Agreement, including: Sections 6 ("Commission and Payment Servicing"), 7 ("Payment of Compensation"), 8 ("Intellectual Property Ownership"), 9 ("Disclaimer of Warranties"), 10 ("Limitation of Liability"), 11 ("Title and Indemnification"), 12 ("Confidentiality"), 13 ("Term and Termination"), 14 ("General Provisions") and Addendum A ("Pricing").

14.

General Provisions.

14.1

Governing Law. With regard to governing law, you agree that:

14.1.a

This Agreement and all disputes related to this Agreement are governed by the laws of the State of California without regard to the choice of law provisions.

14.1.b

The provisions of the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

14.2

Dispute Resolution.

14.2.a

In any litigation arising out of the Agreement you and Kagi submit to the jurisdiction of, and waive any venue objections against, the United States District Court for the Northern District of California or the Superior Court of California, County of Alameda.

14.2.b

Neither you nor Kagi waives the right to remove to federal court an action filed in state court by the other.

14.2.c

You and Kagi agree that any cause of action arising out of or related to this Agreement must be made known to the other party within one (1) year after the cause of action arises and that any proceeding related to such cause of action shall commence within two (2) years after the cause of action arises; otherwise, such cause of action is permanently barred.

14.3

Attorneys' Fees. The prevailing party in any dispute related to this Agreement is entitled to recover its reasonable attorneys' fees and costs.

14.4

Notices. Unless otherwise required by law, notices may be given In Writing via postal mail, fax, or through electronic transmission. Notices to you will be sent to the most recently updated electronic mail address you provide to Kagi, and notices to Kagi should be sent to legal@kagi.com and sent via postal mail to: Kagi, 1442-A Walnut Street #392, Berkeley CA 94709-1405, U.S.A..

14.5

Assignment. Neither you nor Kagi may assign this Agreement to a third party without the prior written consent of the other, with the understanding that consent will not be unreasonably withheld or delayed. However, either you or Kagi, without the other's consent, may assign this Agreement in connection with any merger, reorganization, sale of all or substantially all of the company's assets, acquisition or similar combination. This Agreement will apply to and bind any successor or permitted assignees.

14.6

No Agency. Both you and Kagi are acting as independent contractors and not as agents, partners, nor joint venturers with the other. Except as provided in this Agreement, neither you nor Kagi may act nor create any obligation on behalf of the other.

14.7

Entire Agreement; Miscellaneous. This standard Agreement (which includes Addendum A, "Pricing") constitutes the entire agreement between you and Kagi related to the subject matter hereof and supersedes any and all prior or contemporaneous written or oral agreements between you and Kagi pertaining to such subject matter. This Agreement may be modified at any time upon notice by email to Supplier and Supplier, at its option, may terminate this Agreement upon notice to Kagi within sixty (60) days after receiving notice of such modification. Absent Supplier's termination notice, the modified Agreement shall be binding on Supplier as of the effective date of the revision. Notwithstanding the foregoing, Kagi may, on a case by case basis, as determined in Kagi's sole discretion, elect to modify this Agreement by a written amendment with Supplier. No waiver of any obligation under this standard Agreement shall be valid except if In Writing and signed by the party against whom enforcement is sought. If any provision of the Agreement is held by a court to be contrary to law, then such provision will be construed to reflect the intentions of you and Kagi with the other provisions remaining in full force and effect. The section titles in this Agreement are solely used for convenience and have no legal or contractual significance.

14.8

Confirmation of Your Acceptance. If the terms of this Agreement are acceptable, and you wish to agree to them and be legally bound by them, then click on the "I ACCEPT" button below and provide your contact information. Kagi will review your application and accept or reject your application for any reason. Your agreement with Kagi is finalized and becomes effective as of the date Kagi sends you a communication accepting you as a Kagi supplier.

14.9

Your Authority. You agree that you are of legal age and are otherwise competent to be contractually bound by this agreement. You agree that you have the right to enter into this agreement. If you are a corporation or other form of business entity, the person entering into this Agreement on your behalf is authorized to bind the corporation or other business entity, and the corporation or business entity's board of directors has authorized the business entity to enter into this Agreement.

kagi20080615ih.htm

KAGI SUPPLIER E-COMMERCE AGREEMENT: ADDENDUM A, "PRICING"
"STANDARD ADDENDUM A"
(Data-IH)

You (and your organization, if appropriate) agree to the following business relationship with Kagi.

A1.

Kagi Sells.

A1.1

Online Store Commission. The Commission on each transaction when Kagi is selling Product to the Customer through the Kagi Sites will be one of these pricing formulas shown below as determined by the purchase price of all Products ordered in that transaction, plus any additional fees for services as specified in Kagi's current price list, plus fees for Other Services, plus Payment Processing Fees, plus if applicable the Kagi Marketplace Fee. All payments are in U.S. dollars unless otherwise specified by Kagi.

Transaction Total	Pricing Formula
USD 0.00 to 25.00	2.5% + USD 1.00 + Processing Fee
USD 25.01 to 100.00	2.5% + USD 2.00 + Processing Fee
USD 100.00 and greater	2.5% + USD 5.00 + Processing Fee

A1.2

Kagi Registration Module Commission. The Commission on each transaction when Kagi is selling Product to the Customer through the Kagi Registration Module embedded in a software application will be one of these pricing formulas shown below as determined by the purchase price of all Products ordered in that transaction, plus any additional fees for services as specified in Kagi's current price list, plus fees for Other Services, plus Credit Card Processing Fees. All payments are in U.S. dollars unless otherwise specified by Kagi.

Transaction Total	Pricing Formula
USD 0.00 to 12.50	3.25% + USD 0.15 + Processing Fee
USD 12.51 to 25.00	3.25% + USD 0.65 + Processing Fee
USD 25.01 to 50.00	3.25% + USD 1.65 + Processing Fee
USD 50.01 to 100.00	3.25% + USD 3.15 + Processing Fee
USD 100.00 and greater	3.25% + USD 4.65 + Processing Fee

A1.3

Processing Fees. "Processing Fees" are set by Kagi and may be adjusted when the processing fees paid by Kagi to payment processors change. Transaction fees may be adjusted upward no more than one quarter of one percent (0.25%) plus five US cents (USD 0.05) from the prior month without notice. Credit Card Processing Fees are posted on the Kagi web site.

A1.4

Kagi Marketplace Fee. An additional Commission of ten percent (10.0%) applied to each Product sold at the Kagi Marketplace.

kagi20080615ih.htm