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THIS VENDOR MEMBERSHIP AGREEMENT (this "Agreement") is made between THREEVILLAGEPEOPLE.com ("ThreeVillagePeople.com"), and the company listed on Exhibit A attached to this Agreement ("Vendor") as of the date set forth below.

ThreeVillagePeople offers the opportunity to selected vendors to advertise their products and services (collectively, the "Services") on ThreeVillagePeople' Internet website currently located at www.ThreeVillagePeople.com (the "Site"). This Agreement contains the terms and conditions on which ThreeVillagePeople is willing to provide, and Vendor is willing to accept, advertising of the Services offered by Vendor on the Site.

NOW, THEREFORE, in consideration of the Recitals, the mutual promises in this Agreement, and other valuable consideration, the parties stipulate and agree as follows:

1. REGISTRATION; ACCESS. Vendor has completed a ThreeVillagePeople Vendor Application that is attached to this Agreement as Exhibit A ("Application"). Vendor certifies that all information in the Application is complete and accurate. Vendor will update the Application whenever necessary to keep it complete and accurate. Vendor warrants that it has the proper license and/or certification required by applicable law to perform the Services. Vendor will maintain such license and/or certification throughout the term of this Agreement. ThreeVillagePeople will issue a user identification and password to Vendor which will allow Vendor to access the Site. Vendor is responsible for updating its own information contained on the Site, including product descriptions, services offered and contact information (collectively the "Vendor Information"). Vendor will be responsible for maintaining the security and confidentiality of its user identification and password and for all authorized and unauthorized uses of them. Vendor will give ThreeVillagePeople immediate written notice of any unauthorized use or disclosure of Vendor's user identification and password, and ThreeVillagePeople will cancel the old user identification and password and issue new ones to Vendor. Vendor will comply at all times with (a) all applicable laws, statutes, ordinances, rules, regulations and orders (collectively, "Applicable Laws") and (b) all rules, policies and procedures ThreeVillagePeople posts on the Site.

2. SITE; SERVICES. ThreeVillagePeople will provide a link on the Site to the Vendor Information. Vendor warrants that it owns or has the right to use and duplicate any photos, graphics, audio or video provided to ThreeVillagePeople for inclusion on the Site and contained in the Vendor Information. Vendor agrees that all information, data, text, photographs, graphics, messages or other materials ("Content"), whether publicly posted or privately transmitted to ThreeVillagePeople, are the sole responsibility of Vendor. Vendor further agrees that all Content shall be lawful and relate to Vendor's business. Vendor agrees that, for the duration of this Agreement, ThreeVillagePeople, may use distribute, reproduce, modify, adapt, publicly perform and publicly display such Content on the Site.

Vendor is responsible for completing transactions with consumers who contact Vendor through the Site (each, a "Consumer"). Services performed by Vendor will be deemed transactions between Vendor and the Consumer. Vendor will be solely responsible for the performance of the Services and for managing its own relationships with Consumers. ThreeVillagePeople will not be responsible for any transactions with Consumers or any dispute between Consumers and Vendor. Vendor will defend, indemnify and hold ThreeVillagePeople its officers, directors, employees, contractors and agents harmless from all present and future claims asserted by Consumers, including attorneys' fees (a) relating to the Services listed on the Site or (b) that information or materials Vendor provides to ThreeVillagePeople for inclusion on the Site violate, infringe or misappropriate the patent, copyright, trademark, trade secret or other rights of any third party. ThreeVillagePeople reserves the right to change the Site.

Vendor acknowledges that ThreeVillagePeople does not pre-screen all Content of bulletin boards, soap boxes, notice boards, and links to other websites, but that ThreeVillagePeople and its designees shall have the right (but not the obligation) in their sole discretion to refuse or remove any Content on the website.

3. REVIEW PROCESS. Vendor acknowledges that Consumers may post reviews on Vendor regarding their experiences with Vendor through the Site (the "Review Process"). If a Consumer has a dispute with Vendor over the Services or posts a complaint about Vendor on the Site, Vendor will work directly with the Consumer to resolve any issues. If Vendor receives multiple complaints from Consumers or fails to rectify any complaints from or disputes with Consumers, ThreeVillagePeople, in its sole discretion, may terminate this Agreement immediately. Upon such termination, ThreeVillagePeople will not refund Vendor any portion of the months outstanding.

4. SPECIAL ADMONITIONS FOR INTERNATIONAL USE. Recognizing the global nature of the Internet, Vendor agrees to comply with all local rules regarding online conduct and acceptable Vendor Information, including, but not limited to, all applicable laws regarding the transmission of technical data exported from the United States or the Country in which you reside.

5. TERM. The term of this Agreement shall begin on the Effective Date and shall continue until either party gives the other party 30 days prior written notice of termination.

6. OWNERSHIP. The Site will remain the property of ThreeVillagePeople, and Vendor will not obtain any rights in or title to the Site by virtue of this Agreement or otherwise; provided that Vendor shall retain its rights in the Vendor Information.

7. TRADEMARKS. Vendor hereby grants to ThreeVillagePeople, during the term of this Agreement, a non-exclusive, non-transferable, royalty-free license to use the Vendor's trade names, logos, trademarks and service marks that may from time to time be supplied by Vendor on the ThreeVillagePeople website.

8. GENERAL PRACTICES REGARDING USE AND STORAGE. Vendor acknowledges that ThreeVillagePeople may establish general practices and limits concerning use of the Service, including without limitation the maximum number of days that e-mail messages, message board postings or other uploaded Content will be retained by the Service.

9. AVAILABILITY; SECURITY. ThreeVillagePeople will use reasonable efforts to keep the Site available to Consumers and Vendor in accordance with the policies and maintenance schedules posted on the Site. ThreeVillagePeople cannot control, however, the Internet or events beyond its reasonable control. ThreeVillagePeople shall not be liable for, or be in breach of this Agreement because of, any unavailability, delay or malfunction of the Site resulting from any cause beyond its reasonable control, including acts of God, war, insurrection, the public enemy, acts or omissions of any government, labor disputes or strikes, power failures, the Internet or changes in the law.

10. DISCLAIMERS, LIMITATIONS AND REMEDIES. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THREEVILLAGEPEOPLE DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS AND IMPLIED, INCLUDING THOSE WITH RESPECT TO THE SITE AND THE SERVICES AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Vendor's sole and exclusive remedy for any breach of contract (including breach of warranty) with respect to the Site shall be for ThreeVillagePeople to correct the Site. IN NO EVENT SHALL THREEVILLAGEPEOPLE BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR INDIRECT DAMAGES OF ANY KIND, INCLUDING LOST PROFITS AND DAMAGES RESULTING FROM THE UNAVAILABILITY OF THE SITE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. ThreeVillagePeople' maximum aggregate liability under this Agreement or with respect to the Site, whether in tort, strict liability, warranty, contract or otherwise, shall not exceed the Annual Membership Fee paid by Vendor in the previous year. Any action or proceeding by Vendor arising out of this Agreement the Site shall be forever barred unless it is commenced within the earlier of one year after the claim or cause of action has accrued or the period prescribed by the applicable statute of limitation or repose. Vendor must give ThreeVillagePeople prompt written notice of any claim regarding this Agreement or the Site. References that ThreeVillagePeople makes to names, marks, products or services of third parties or hypertext links to third-party websites do not constitute or imply its endorsement, sponsorship or recommendation of the third parties or their products, services or websites. ThreeVillagePeople does not monitor or control the content of any website linked to or from its website, and ThreeVillagePeople is not responsible for the content of those other websites or the terms of use or privacy practices of those sites.

11. INFRINGEMENT. If a third party claims that the Site, or Vendor's use of it, infringes, violates or misappropriates some property or other right, ThreeVillagePeople shall have the right to (a) obtain the right for Vendor to continue to use the Site, (b) modify the Site to make it noninfringing, (c) replace the Site with a noninfringing Site, or (d) terminate this Agreement for its convenience without penalty. This Section states ThreeVillagePeople entire liability, and Vendor's sole and exclusive remedy, for all claims of infringement, violation and misappropriation.

12. DEFAULT AND TERMINATION.

a. The occurrence of any of the following shall constitute an event of default by Vendor: (a) Vendor's failure to pay any sum to ThreeVillagePeople as and when due; or (b) Vendor's material breach of any other term of this Agreement which is not cured within 20 days after ThreeVillagePeople gives Vendor written notice of default. ThreeVillagePeople' failure to cure any material breach of this Agreement within 20 days after Vendor gives ThreeVillagePeople written notice shall constitute an event of default by ThreeVillagePeople.

b. Upon the occurrence of an event of default by Vendor, ThreeVillagePeople may discontinue or suspend Vendor's access to the Site and the link to the Vendor Information, terminate this Agreement, and pursue its other rights and remedies.

c. Upon the occurrence of an event of default by ThreeVillagePeople, Vendor's sole and exclusive remedy shall be to terminate this Agreement and its obligation to pay subsequent fees.

13. NOTICES. Any notice permitted or required under this Agreement shall be deemed given if in writing and delivered personally, deposited in the United States mail, certified mail, return receipt requested, or sent by facsimile to the respective addresses of ThreeVillagePeople and Vendor listed on Exhibit A or those other addresses of which either party gives the other party written notice.

14. MISCELLANEOUS. ThreeVillagePeople is an independent contractor, and nothing in this Agreement or on the Site shall be construed as creating a partnership, joint venture, agency or fiduciary relationship. Vendor may not assign all or any portion of its rights or obligations under this Agreement without ThreeVillagePeople' prior written consent, and any attempted assignment without that consent shall be void. This Agreement shall be binding on, and shall inure to the benefit of, the parties and their respective successors, heirs and permitted assignees. This Agreement and any controversy relating to this Agreement shall be governed by the laws of the State of New York, excluding its conflicts of law principles. Any action or proceeding relating to this Agreement or its enforcement shall be commenced and heard only in the federal and state courts for Suffolk County, New York. ThreeVillagePeople and Vendor hereby consent and submit to the jurisdiction and venue of those courts. This Agreement contains the entire agreement of the parties relating to the subject matter and supersedes all previous and contemporaneous agreements, understandings, usages of trade and courses of dealing, whether written or oral. This Agreement may be modified only by a written agreement, signed by both parties, expressly modifying this Agreement.

Vendor agrees to be bound by the terms and conditions of this Agreement.

Company Name: ______________________________

Contact Person: ______________________________

Telephone Number: ______________________________

E-mail: ______________________________

Accepted and Agreed:
THREEVILLAGEPEOPLE.com

By: ________________________________

Name: ______________________________

Title: _______________________________

Exhibit A

ThreeVillagePeople Vendor Application

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