The Basic Listing Service ("Basic Listing Service") and Featured Listing Service ("Featured Listing Service"), collectively referenced as "Services", owned and operated by AllMerchants, L.L.C. ("AllMerchants") are provided to you ("you"or "Applicant") under the terms and conditions of this Service Agreement (the "Agreement").

Basic Listing Review Service

Service Description
The Basic Listing Service guarantees a member of the AllMerchants staff will review a single site listing for consideration of inclusion in the Directory within five business days (excluding observed holidays and any delays due to problems processing your request), by either accepting or rejecting the site listing.

Site Review
All site listings must be reviewed and subsequently approved by an AllMerchants staff member in order to be included in the AllMerchants directory located at www.allmerchants.com (the "Directory").

Submission Guidelines
All site listings must meet the minimum criteria as set forth in the Submission Guidelines. The Submission Guidelines criteria are minimum requirements only. AllMerchants, in its sole descretion, may consider additional criteria in the review process.

Review Fee
You acknowledge that the payment of the Basic Listing Service fee (the "Review Fee") is for review of your site and does not in any way guarantee that your site will be included in the Directory. You agree that your credit card will be charged the Review Fee listed on the form. You agree the Review Fee is NON-REFUNDABLE. You agree to pay to AllMerchants such fee whether or not your site is accepted or rejected for inclusion in the Directory.

Notification
All approval or rejection responses will be sent to the email address provided on the Basic Listing Submission form. It is the Applicant's responsibility to provide an accurate email address and to ensure that AllMerchants is notified of any changes to Applicant's email address.

Approval
If your site listing is approved for inclusion in the Directory, the approval period will start the same day the email notification is sent. The approval period will expire after a period of one year. Your site listing's approval will remain subject to the continued terms and conditions of this Agreement and Submission Guidelines thoughout the duration of the one year approval period.

Rejection
Inclusion in the Directory is not guaranteed. If your site is not approved, you will receive an explanation of the reason for rejection via email.

Reconsideration
If, within thirty days of your approval or rejection, you wish to request changes to your approved listing or you have since corrected the objections of your rejected listing, you may resubmit your listing for reconsideration one time. Any request beyond your first reconsideration request or beyond thirty days of your initial request will require that you again submit your site listing for review using the Basic Listing Service along with payment of an additional Review Fee.

Renewal
Your web site's continued inclusion in the Directory after expiration, if so desired, will require that you again submit your site listing for review using the Basic Listing Site Review Service along with payment of an additional Review Fee. Your listing may be renewed up to 30 days in advance of expiration. Expiration reminders will be sent via email to assist. If you renew within the last 30 day period, the effective start date, if renewal is approved, will be set to the day immediately following your current approval period. Renewal, if approved, at any other time will result in a new approval period starting when email notification of approval is sent.

Featured Listing Service

Requirements
Use of the Featured Listing Service requires an approved and active Basic Listing.

Service Description
The Featured Listing Service guarantees your site listing will be displayed in the "Featured Listings" section above the "Basic Listings" section on the directory listing page that corresponds to the category of your site listing for an initial period of three months.

Featured Fee
The per month fee (the "Featured Fee") for featuring a site listing varies for each category. The Featured Fee is calculated based on anticipated performance. You acknowledge that the payment of the Featured Fee is solely for the additional placement of your approved site listing in the "Featured Listings" section. In order to purchase a Featured Listing, you are required to submit and maintain an active credit card on file with AllMerchants. You are responsible to ensure your credit card information on file remain accurate and valid. You agree that your credit card will be charged the amount of the Featured Fee listed on the Featured Listing Submission form on a monthly basis. You agree, once charged to your credit card, the monthly Featured Fee is NON-REFUNDABLE.

Basic Listing Extension
Each month that your site listing is Featured will extend the approval period of your Basic Listing by one month without any additional charges. In effect, featured months do not count against your basic listing one year approval period.

Renewal
For your convenience, after the initial three month period, your Featured Listing will automatically renew every month for a one month period unless otherwise cancelled as described below. The monthly price is guaranteed not to go up for a period of 12 months from the time of submission. Any reduction in Featured Listing prices will be honored starting with your next monthly payment. AllMerchants reserves the right to adjust the monthly price after every 12 months of consecutive payments by providing 45 day notice of such a change. If you do not accept the new pricing, you are free to Cancel your Featured Listing as described below.

Cancel
You may use your online account to cancel the automatic renewal of your featured listing by providing notice at least 15 days in advance of the next automatic renewal.

By submitting the Basic Listing Submission form and/or the Featured Listing Submission form and clicking "Charge My Credit Card" you represent and warrant that you are 18 years of age or older, you agree to provide current, true, accurate, valid, and complete information, and you agree to be bound by this Agreement.

You are responsible for maintaining the confidentiality of your account and password. You agree to accept responsibility for all activities that occur under your account or password.

AllMerchants reserves the right to remove your site if at any time it fails to meet the minimum criteria as described by the Submission Guidelines.

AllMerchants reserves the right to remove your site if at any time the site's nature, business, goods, services or content no longer matches the site listing.

AllMerchants reserves the right to modify and/or update your site listing information at any time.

Nothing in this Agreement obligates AllMerchants to list, link to, accept or otherwise host your site listing anywhere in the Directory.

Nothing in this Agreement obligates AllMerchants to place your site listing within a specific category or subcategory of the Directory.

Nothing in this Agreement obligates AllMerchants to provide any specific wording or description as part of your site listing.

AllMerchants reserves the right, in its sole discretion, to change, modify, add or remove all or part of this Agreement at any time.

Applicant agrees to indemnify, defend and hold harmless AllMerchants, and its parents, subsidiaries, affiliates, officers, directors, shareholders, employees and agents, from any claim or demand, including reasonable attorney's fees, arising out of Applicant's use of Services or Directory, the acceptance or rejection of Applicant's site listing, or any alleged violation of this Agreement or rights of others.

The Directory is provided "AS IS", "AS AVAILABLE", and without warranties of any kind, either expressed or implied. Any express or implied warranties, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose are disclaimed.

This Agreement does not warrant that the Directory will be uninterrupted, timely or error-free.

In no event shall AllMerchants, and its parents, subsidiaries, affiliates, offices, directors, shareholders, employees and agents be liable for any direct, indirect, incidental, special, exemplary, or consequential damages (including, but not limited to, loss of business, profits or goodwill; procurement of substitute goods or services; loss of use or data; or business interruption) however caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise) arising in any way out of the use of the Services, the use of the Directory, the acceptance or rejection of a site listing, or the continued listing of a site in the Directory, even if advised of the possibility of such damage.

AllMerchants liability to Applicant shall not, for any reason, exceed the amount actually paid by Applicant to AllMerchants under this Agreement.

AllMerchants is not liable for any delay or failure in performance under the Agreement resulting directly or indirectly from acts of God, terrorism, or other causes beyond its reasonable control.

This Agreement and the Submission Guidelines constitute the entire agreement between the Applicant and Allmerchants with respect to the Service and supersedes all other agreements, both oral and written, between the parties with respect to the subject matter of this Agreement.

This Agreement is made and shall be construed under the laws of the State of Michigan and exclusive venue shall lie in Macomb County. In the event that any of the provisions of this Agreement are deemed to be null and void, ineffective or invalid by any competent tribunal, the provisions of this Agreement are declared severable and the balance of the Agreement shall remain effective. Applicant has read this Agreement, understands and agrees to its terms and conditions.