5.2 All merchants on "Plan C" will pay 3% on all sales made through their reCommerce site that originated through their recommerce site. All sales made on eBay that use the reCommerce website for their checkout will not be subjected to the 3% fee. Merchants on "Plan C" will be charged their minimum monthly amount if the fees do not reach their monthly minimum price.

5.3All fees are payable in U.S. dollars. Late payments shall bear interest at the rate of one percent (1%) per month (or the highest rate permitted by law, if less). In the event of any failure by Merchant to make payment, Merchant shall be responsible for all reasonable expenses (including attorneys? fees) incurred by reCommerce in collecting such amounts.

6.0 TERMS

6.1 Term. The term of the MSA shall be 90 days commencing on the date that Merchant opens an account for Merchant's Store. The term shall be renewed by the Merchant for successive monthly periods at renewal rates applicable at the time, however, that to qualify for each renewal Merchant must at the time of renewal be in substantial compliance with the material terms and conditions of the MSA. reCommerce shall have the right, but not the obligation, to review any Store for compliance with the MSA as part of the renewal process, or at any time.

7.0 TERMINATION

7.1 Termination. Either party may terminate the MSA on thirty (30) days notice if the other party has materially breached or is otherwise not in compliance with any provision of the MSA, and such breach or noncompliance is not cured within such thirty (30) day period. reCommerce reserves the right to immediately suspend any customer access to the Store until such breach or noncompliance is cured.

7.2 Termination for Illegal or Other Activity. Notwithstanding the foregoing, reCommerce may, but has no duty to, immediately terminate Merchant and remove it from reCommerce servers if reCommerce in its sole discretion concludes that Merchant is engaged in illegal activities or the sale of illegal or harmful goods or services, or is engaged in activities or sales that may damage the rights of reCommerce or others. Any termination under this Section 7.2 shall take effect immediately and Merchant expressly agrees that it shall not have any opportunity to cure.

7.3 Waiver. Merchant expressly waives any statutory or other legal protection in conflict with the provisions of this Section 7.

7.4 Deletion of Information. Upon termination, reCommerce reserves the right to delete from its servers any and all information contained in Merchant's account, including but not limited to order processing information, mailing lists, and any Web pages generated by the Software.

7.5 The provisions of Section 4 (Proprietary Rights), Section 10 (Indemnity), and Section 11 (Disclaimer of Warranties and Liabilities) of this Agreement shall survive any termination of the Agreement.

8.0 MERCHANT PRIVACY

8.1 Merchant Information. reCommerce maintains information about Merchant and the Store on reCommerce servers, including but not limited to Merchant's account registration information, Merchant's customer order information, sales information, and clickstream data ("Merchant Information"). Merchant agrees that reCommerce may use Merchant Information in aggregate form (i.e., Merchant Information is not individually attributable to the Merchant) for marketing or other promotional purposes.

8.1.1 Merchant agrees that reCommerce may disclose Merchant Information in the good faith belief that such action is reasonably necessary: (a) to comply with the law; (b) to comply with legal process; (c) to enforce the MSA; (d) to respond to claims that the Merchant or Store is engaged in activities that violate the rights of third parties; or (e) to protect the rights or interests of reCommerce, reCommerce or others; provided, however, that nothing in this section shall impose a duty on reCommerce to make any such disclosures.

8.1.2 Merchant agrees that reCommerce will not collect any customer credit card information and may delete all other Merchant Information from reCommerce servers one month after service is terminated.

8.2 Password. Merchant shall receive a password from reCommerce to provide access to and use of the Software and Online Store Services. Merchant is entirely responsible for any and all activities which occur under Merchant's account and password. Merchant agrees to keep its password confidential, to allow no other person or company to use its account, and to notify reCommerce promptly if Merchant has any reason to believe that the security of its account has been compromised.

8.3 Technical Access. Merchant acknowledges and agrees that technical processing of Merchant Information is and may be required: (a) for the Service to function; (b) to conform to the technical requirements of connecting networks; (c) to conform to the technical requirements of the Service; or (d) to conform to other, similar technical requirements. Merchant also acknowledges and agrees that reCommerce may access Merchant's account and its contents as necessary to identify or resolve technical problems or respond to complaints about the Service.

8.4 Merchant Privacy Policy. Merchant agrees (a) to post a privacy policy in its Merchant Store that, at a minimum, discloses any and all uses of personal information collected from users by Merchant; (b) to include in Merchant's privacy policy a paragraph provided or approved by reCommerce that describes reCommerce's collection and use of Merchant's customer information, (c) to provide a hypertext link to Merchant's privacy policy on the home page of the Merchant Store and on all pages where Merchant collects personal information from users [including, but not limited to, all check out pages]; and (d) to use personal information only as expressly permitted by Merchant's privacy policy.

9.0 MAINTENANCE AND SUPPORT

9.1 Merchant can obtain assistance with any technical difficulty that may arise in connection with Merchant's utilization of the Software or Online Store Services by requesting assistance by email to support@reCommerce.net. reCommerce reserves the right to establish limitations on the extent of such support, and the hours at which it is available.

9.2 Merchant is responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for its access to and use of the Software and Online Store Services and Merchant shall be responsible for all charges related thereto.

10.0 INDEMNITY

Merchant agrees to indemnify and hold harmless reCommerce, and its parents, subsidiaries, affiliates, officers, directors, shareholders, employees and agents, from any claim or demand, including reasonable attorneys fees, made by any third party due to or arising out of Merchant's conduct, Merchant's use of the Service, the goods or services offered at Merchant's Store, any alleged violation of the MSA, or any alleged violation of any rights of another, including but not limited to Merchant's use of any content, trademarks, service marks, trade names, copyrighted or patented material, or other intellectual property used in connection with Merchant's Store. reCommerce reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Merchant, but doing so shall not excuse Merchant's indemnity obligations.

11.0 DISCLAIMER OF WARRANTIES AND LIABILITIES

THE SERVICE AND SOFTWARE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NEITHER THIS AGREEMENT OR ANY DOCUMENTATION FURNISHED UNDER IT IS INTENDED TO EXPRESS OR IMPLY ANY WARRANTY THAT THE ONLINE STORE SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE OR THAT THE SOFTWARE WILL PROVIDE UNINTERRUPTED, TIMELY OR ERROR FREE SERVICE. THE SECURITY MECHANISM INCORPORATED IN THE SOFTWARE HAS INHERENT LIMITATIONS AND MERCHANT MUST DETERMINE THAT THE SOFTWARE ADEQUATELY MEETS ITS REQUIREMENTS. MERCHANT ACKNOWLEDGES AND AGREES THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT ITS OWN DISCRETION AND RISK AND THAT MERCHANT WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO ITS COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. RECOMMERCE, AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS, SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES OR LEGAL THEORIES WHATSOEVER, FOR ANY LOSS OF BUSINESS, PROFITS OR GOODWILL, LOSS OF USE OR DATA, INTERRUPTION OF BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, EVEN IF RECOMMERCE IS AWARE OF THE RISK OF SUCH DAMAGES, THAT RESULT IN ANY WAY FROM MERCHANT's USE OR INABILITY TO USE THE ONLINE STORE SERVICES OR THE SOFTWARE, OR THAT RESULT FROM ERRORS, DEFECTS, OMISSIONS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY OTHER FAILURE OF PERFORMANCE OF THE ONLINE STORE SERVICES OR THE SOFTWARE. RECOMMERCE'S LIABILITY TO MERCHANT SHALL NOT, FOR ANY REASON, EXCEED THE AGGREGATE PAYMENTS ACTUALLY MADE BY MERCHANT TO RECOMMERCE OVER THE COURSE OF THE EXISTING TERM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIABILITIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

12.0 NO RESALE OR ASSIGNMENT OF SERVICE

Merchant agrees not to resell or assign or otherwise transfer its rights or obligations under the MSA without the express written authorization of reCommerce.

13.0 FORCE MAJEURE

Neither party shall be liable to the other for any delay or failure in performance under the MSA resulting directly or indirectly from acts of nature or causes beyond its reasonable control.

14.0 NOTICES

Any notices or communications under the MSA shall be by electronic mail or in writing and shall be deemed delivered upon receipt to the party to whom such communication is directed, at the addresses specified below. If to reCommerce, such notices shall be addressed to sales@resaleworld.com or If to Merchant, such notices shall be addressed to the electronic or mailing address specified when Merchant opens an account with reCommerce, or such other address as either party may give the other by notice as provided above.

15.0 ENTIRE AGREEMENT

The MSA constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous proposals, both oral and written, negotiations, representations, writings and all other communications between the parties.

16.0 GENERAL

The MSA and the relationship between Merchant and reCommerce shall be governed by the laws of the state of Florida without regard to its conflict of law provisions. Merchant and reCommerce agree to submit to the personal and exclusive jurisdiction of the Superior Court of the State of Florida. reCommerce's failure to exercise or enforce any right or provision of the MSA shall not constitute a waiver of such right or provision. If any provision of the MSA is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties intentions as reflected in the provision, and agree that the other provisions of the MSA remain in full force and effect. Merchant agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the MSA must be filed within one (1) year after such claim or cause of action arose, or be forever barred. The section titles in the MSA are for convenience only and have no legal or contractual effect.