PART I: APPLICABLE TERMS

These ECWZ shopping cart Terms of Service comprise a legal agreement between YOU and ECWZ INC and govern YOUR use of ECWZ shopping cart software.

BY PURCHASING THE ECWZ SHOPPING CART SOFTWARE YOU AGREE TO BE BOUND BY THE TERMS OF THESE TERMS OF SERVICE AND THE ADDITIONAL TERMS, AS MODIFIED FROM TIME TO TIME. If YOU do not agree to these Terms of do not purchase or use the ECWZ shopping cart software.

The ECWZ shopping cart software include a wide variety of resources including optional modules, skins, and support services which are provided by ECWZ INC, its affiliates or third party service providers. These products and services will be collectively referred to in these Terms of Services as the "; SERVICES."; The terms "; CUSTOMER"; , "; YOU"; and "; YOUR"; means YOU, YOUR Company, YOUR Employees, and anyone who has access to use YOUR SERVICES account and will be referred to in these Terms of Services as "; YOU."; YOU must be at least eighteen (18) years of age to subscribe to and use any of the SERVICES.

Each applicable element or part of these SERVICES may have other posted guidelines or rules (the "; Additional Terms"; ). All such Additional Terms are incorporated by reference into these Terms of Service.

The SERVICES are offered to YOU on the condition that YOU accept these Terms of Service and any Additional Terms as may be published from time to time without modification. YOU agree to familiarize yourself with, and to regularly review, the Terms of Service, and any other terms and guidelines that may be published from time to time and abide by them if YOU choose to use the SERVICES, or accept the products, services or benefits, to which such terms apply. ECWZ INC reserves the right to change any of the Terms of Service and any Additional Terms at anytime without notice. If ECWZ INC makes a material change to the Terms of Service, ECWZ INC will give YOU notice by email at the email address which YOU use administrative email account for SERVICES account thirty days before such change is scheduled to take effect. If YOU continue to use the SERVICES after any such changes, YOUR continued use will constitute YOUR consent to such changes.

Any rights not expressly granted herein are reserved by ECWZ INC.

In addition, YOUR account information and other information about YOU is subject to our Privacy Statement located at http://www.ECWZ.net/corporate/privacy.asp.

If YOU do not have print capability or otherwise desire to obtain a hard copy of these Terms of Service, please send an email to support@ECWZ.net requesting a hard copy. YOU may also click on the link to "; Terms of Service"; or "; Terms of Use"; at the bottom of each page of the ECWZ web site for copy of these Terms of Service, which may be printed and saved through the printing and saving capability of YOUR browser and printer.

YOUR WARRANTIES

By subscribing to any service offered on the ECWZ site, YOU make the following representations and warranties. ECWZ INC shall have the right to withdraw the consent to use the SERVICES, without notice at any time, if any representation warranty made by YOU proves to be untrue in any respect.

YOU represent and warrant that:

YOU and all users of the SERVICES approved by YOU are at least eighteen (18) years of age YOU have the legal capacity and authority to

(a) enter into binding contracts for the sale and purchase of goods and services,
(b) be bound by these Terms of Service and the Additional Terms,
(c) to subscribe to and use the SERVICES, including, where applicable, the buying, selling and listing of items, in accordance with these Terms of Service and any Additional Terms and
(d) if YOU are acting in a corporate capacity, to bind YOUR company YOU will not use the SERVICES for any purpose that is unlawful, or prohibited by these Terms of Service or the Additional Terms (as may be modified from time to time) All information supplied by YOU or by others using YOUR account is true and accurate, including information submitted as part of the registration, account and billing process Any products or services advertised, sold or otherwise distributed by YOU on or in connection with YOUR use of the SERVICES are legal for sale or distribution that YOU have all licenses necessary to sell or advertise the goods or services offered for sale or distribution and that all sales and advertisements will be in compliance with applicable law and YOU have and control all of the intellectual property, proprietary and similar rights necessary for all material used by YOU in connection with YOUR use of the SERVICES, all submissions, and all products and services sold or otherwise distributed by YOU or on YOUR behalf via the SERVICES provided by ECWZ INC.

By using the SERVICES, YOU agree that YOU will defend and indemnify ECWZ INC and its suppliers from any third party claim related to a breach of any of the foregoing warranties.

TERMS RELATED TO FEES, PRICING AND BILLING

FEES

Some products and services available through or in connection with SERVICES require that YOU purchase a account or otherwise pay a fee. YOU are solely responsible for all charges, fees, duties, taxes, and assessments arising out of any use of YOUR SERVICES account by YOU or anyone else using YOUR account. ECWZ INC reserves the right to modify the fees charged for SERVICES products and services from time to time, provided that such new fees shall not take effect earlier than thirty (30) days after ECWZ INC notifies YOU via email or otherwise of such modified fees.

PRICING

Prices for all Products exclude all applicable taxes and telecommunication charges, unless expressly stated otherwise. To the extent permissible by law, YOU agree to be responsible for any applicable taxes and telecommunication charges, whether or not such amounts are itemized on YOUR Online Statement or charged to YOUR Billing Account or Payment Method.

The price on YOUR SERVICES Checkout page for products, services and items obtained through the SERVICES (the "; Products"; ) reflects the most recent price displayed on the item's product detail page. Please note that this price may differ from the price shown for the Product when YOU first placed it in SERVICES Checkout (e.g. YOU place an item in the SERVICES checkout, but YOU waited several days before submitting the order and the price changed between placing the item in SERVICES checkout and submitting the order). We cannot confirm the price of a Product until YOU submit YOUR order however, we do NOT charge YOUR Billing Account until YOUR order completes the SERVICES Checkout process. Despite our best efforts, a small number of Product items may be mis-priced or the offer has expired and the following will apply:

1. If a Product's correct price is lower than our stated price, we charge YOU the lower amount.
2 If a Product's correct price is higher than our stated price, we will, at our discretion, either contact YOU for instructions or cancel YOUR order and notify YOU of such cancellation.

BILLING

CHARGES ON YOUR BILLING ACCOUNT

ECWZ INC bills YOU through an online account (YOUR "; Billing Account"; ) for Products. YOU agree to pay ECWZ INC all charges at the prices then in effect for any Products ordered by YOU or other persons (including YOUR agents) using YOUR Billing Account, and YOU authorize ECWZ INC to charge YOUR chosen payment method (YOUR "; Payment Method"; ) for such Products. YOU agree to make payment using that selected Payment Method. Charges on YOUR Billing Account will be summarized for YOU online (YOUR "; Online Statement"; ). YOU will have one Online Statement per Billing Account. ECWZ INC reserves the right to correct any errors or mistakes that it makes even if it has already requested or received payment.

YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT IN ORDER TO RECEIVE THE PRODUCTS ORDERED. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY ECWZ INC IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. IF YOU FAIL TO PROVIDE ECWZ INC ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT ECWZ INC MAY CONTINUE CHARGING YOU FOR ANY PRODUCT PROVIDED UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR ACCOUNT FOR SUCH PRODUCT (CONFIRMED IN WRITING UPON REQUEST).

Currency exchange settlements will be based on YOUR Payment Method and may be determined by agreements between YOU and the financial institution, credit card issuer or other provider of YOUR chosen Payment Method (the "; Payment Method Provider"; ). If ECWZ INC does not receive payment from YOUR Payment Method Provider, YOU agree to pay all amounts due on YOUR Billing Account upon demand. If the amount to be charged to YOUR Billing Account varies from the amount YOU preauthorized, YOU have the right to receive, and ECWZ INC shall so provide, notice of the amount to be charged and the date of the charge at least 10 days before the scheduled date of the transaction. Any agreement YOU have with the Payment Method Provider will govern YOUR use of YOUR Payment Method. YOU agree that ECWZ INC may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.

ECWZ INC MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (CONFIRMED IN WRITING UPON REQUEST) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE ECWZ INC REASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION, CONTACT ECWZ AT http://www.ecwz.com.

YOUR non-termination or continued use of the Products on YOUR Billing Account reaffirms that ECWZ INC is authorized to charge YOUR Payment Method. ECWZ INC may submit those charges for payment and YOU will be responsible for such charges. Those submissions will not waive ECWZ INC's right to seek payment directly from YOU. YOUR charges may be payable in advance, in arrears, per usage, or as otherwise described when YOU initially ordered the applicable Product.

GENERAL

YOU represent and warrant that YOU are an individual (or in the case of an entity, an agent of the entity) authorized to use the designated Payment Method. YOU agree to pay for all charges (including charges by other persons) and to comply with YOUR responsibilities and obligations as stated in these Terms of Service. If YOU are an agent of an entity user, YOU represent and warrant that YOU are duly authorized to legally bind the entity to all terms and conditions of these Terms of Service and that YOU have made the entity aware of them. YOU agree not to assign, transfer or sublicense any rights in YOUR Billing Account.

LINKS TO THIRD PARTY SITES

Links within the SERVICES may let YOU leave the SERVICES. YOU acknowledge that the linked sites are not under the control of ECWZ INC and that ECWZ INC is not responsible for the contents or operation of such linked sites or any link contained in such linked site, any changes or updates to such sites, or Web casting or any other form of transmission received from any linked site. ECWZ INC is providing these links to YOU only as a convenience, and the inclusion of any link does not imply endorsement by ECWZ INC of the linked site or any association with their operators.

LIMITATIONS OF LIABILITY AND DISCLAIMERSS

The information, software, products, services and other material included in or available through the SERVICES may not be complete, and may include inaccuracies or errors, and may also be modified, discontinued or deleted from time to time without notice. Advice, information, products, services or other materials received via the SERVICES should not be relied upon for personal, medical, legal, business, financial or other decisions and is not intended to replace the advice of appropriate and qualified professionals. YOU acknowledge that YOU should consult an appropriate professional for specific advice tailored to YOUR situation.

YOUR access to and use of the SERVICES, and products and services of SERVICES, is at YOUR own risk. ECWZ INC makes no guarantees of any kind regarding the dependability, accuracy, security, timeliness or availability of the SERVICES, or such products or services. Without limiting the foregoing, NEITHER ECWZ INC NOR ITS RESPECTIVE SUPPLIERS MAKE ANY REPRESENTATIONS OR WARRANTIES ABOUT THE CONDITION, SUITABILITY, RELIABILITY, AVAILABILITY, COMPLETENESS, SECURITY, TIMELINESS, OR ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND MATERIALS CONTAINED IN SERVICES FOR ANY PURPOSE. ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND MATERIALS ARE PROVIDED "; AS IS"; WITHOUT WARRANTY OF ANY KIND. ECWZ INC AND ITS RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES OR MATERIALS, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON- INFRINGEMENT. IN NO EVENT SHALL ECWZ INC OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION:

Without limiting the foregoing, ECWZ INC is not responsible for any of YOUR data residing on ECWZ INC and SERVICES hardware or systems, including such hardware or systems provided to ECWZ INC by third parties. YOU are responsible for maintaining and backing-up YOUR data and information that may reside on the ECWZ INC or SERVICES hardware or systems, including such hardware or systems provided to ECWZ INC by third parties, whether or not such information is produced through the use of SERVICES, including any information regarding the operation or use of YOUR Web site, catalogs, lists, order records, and other information YOU are providing or using in connection with YOUR use of the SERVICES Network. It is YOUR responsibility to take the necessary steps to ensure YOUR primary means of business is maintained. ECWZ INC will not be liable for any damage, loss or disclosure of data, accounts, revenue or business arising out of or otherwise related to: (a) YOUR use of the SERVICES, its services or products (b) YOUR CUSTOMERS' use of YOUR Web site hosted by or created through SERVICES and YOUR products and services (c) use of the SERVICES by any other party to whom YOU have given access to YOUR company information for use of the SERVICES (d) errors, bugs or other defects in the SERVICES (e) lost company, CUSTOMER or vendor information (e.g., billing information, credit card numbers, lost orders, etc.) (f) illegal or criminal activities, including but not limited to reliance on any information obtained on the SERVICES Web Hosting service or (g) or that result from mistakes, omissions, interruptions, deletion of files or e-mail, loss of or damage to data, errors, defects, viruses, delays in operation, or transmission, or any failure of performance, whether or not limited to acts of God, communications failure, theft, destruction or unauthorized access to ECWZ INC'S records, programs or services. YOU are solely responsible for maintaining and backing-up any information regarding the operation or use of YOUR Web site, catalogs, lists, order records, and other information YOU are providing or using in connection with YOUR use of the SERVICES Network.

ECWZ INC is not liable for YOUR actions with YOUR CUSTOMERS or vendors, or the use of their information, or for any other actions arising from YOUR use, or the use of other parties to whom YOU have given access to YOUR SERVICES information, through the use of the SERVICES.

ECWZ INC is not involved in any transaction between YOU and YOUR buyer or seller or other third parties with whom YOU may have transactions through YOUR Web site or between YOU and any user of any products or services offered or provided by YOU or by a third party through the SERVICES. ECWZ INC is not responsible for screening, censoring or otherwise controlling YOUR Web Site, or any listings or transactions offered or conducted via YOUR Web Site. YOU are deemed to have a direct commercial relationship with each third party that purchases goods or services from or undertakes any other transaction with YOU via YOUR Web site or through SERVICES. ECWZ INC is not acting as YOUR or any third party's agent in connection with the operation of SERVICES. YOU are solely responsible for: (a) processing CUSTOMER orders or other transactions (b) verifying the validity of incoming CUSTOMER orders before finalizing the order (c) informing CUSTOMERS of the status of such orders or transactions (d) providing all CUSTOMER support related to such orders or transactions (e.g., lost orders, billing disputes, payments, etc.) and, (e) determining, collecting and remitting to the appropriate authority all taxes (if any) arising from or related to such orders or transactions. Further, because ECWZ INC is not involved in any orders or other transactions between YOU and other users of SERVICES or other marketplace forums, ECWZ INC cannot and will not be involved in resolving any disputes relating to any completed or uncompleted transactions or the purchase or sale of listed goods or otherwise.

Unless otherwise expressly stated in these Terms of Service, YOUR payments for orders or transactions conducted via YOUR Web Site or on any SERVICES service will be paid to YOU directly from YOUR designated acquiring bank, CUSTOMERS or other appropriate source ("; payor"; ). ECWZ INC is not responsible for such payment, and will have no liability for any lost, disputed or fraudulent payment or tenders of payment, or other disputes arising between YOU and CUSTOMERS or payors. ECWZ INC makes no guarantee about the reliability or accuracy of these products or services, or the results obtained from using SERVICES.

INDEMNITYY

YOU agree to defend, indemnify and hold ECWZ INC and its suppliers harmless from and against any and all claims, losses, liability costs and expenses (including but not limited to attorneys' fees) arising from YOUR violation of these Terms of Service (including, without limitation, violation of applicable Additional Terms), or any third-party's rights, (including, without limitation, infringement of any copyright, violation of any proprietary right and invasion of any privacy rights). These obligations will survive any termination of YOUR relationship with ECWZ INC or YOUR use of SERVICES.

ACCESS RESTRICTION ACCOUNT SECURITY AND PASSWORDS

ECWZ INC reserves the right to deny in its sole discretion any user access to SERVICES or any portion thereof without notice.

YOU are responsible for safeguarding the confidentiality of YOUR account information (including password(s) and user name(s) issued to YOU) and for any use or misuse of YOUR account or the SERVICES resulting from any third party using a password or user name issued to YOU. YOU agree to notify ECWZ INC immediately of any known or suspected unauthorized access to or use of YOUR account, YOUR password, the password of any individual user to whom YOU have issued a login ID or any other breach of security or misuse of the SERVICES known to or suspected by YOU. YOU may change YOUR password at any time by following instructions on the SERVICES Web site.

YOU hereby authorize ECWZ INC to rely on any data, notice, instruction or request furnished by YOU to ECWZ INC, or that ECWZ INC reasonably believes to have been furnished by YOU. YOU are solely responsible for maintaining the confidentiality of YOUR account information and monitoring usage of YOUR account. ECWZ INC is not responsible for fraud of participants or of other users of YOUR account.

GENERAL

If YOU have made this agreement with ECWZ INC, these Terms of Service and the Additional Terms are governed by the laws of the State of California, U.S.A. Regardless of whether YOU have contracted with ECWZ INC, YOU hereby irrevocably consent to the exclusive jurisdiction and venue of courts in Los Angeles county, California, USA in all disputes arising out of or relating to the use of the SERVICES. YOU agree not to represent yourself to be a representative, agent, or employee of ECWZ INC and that ECWZ INC will not be liable by reason of any representation, act or omission to act by YOU.

YOU agree that no joint venture, partnership, employment, or agency relationship exists between YOU and ECWZ INC as a result of these Terms or Service or use of SERVICES.

ECWZ INC'S performance of this agreement is subject to existing laws and legal process, and nothing contained in these Terms of Service are in derogation of ECWZ INC'S right to comply with governmental, court and law enforcement requests or requirements relating to YOUR use of the SERVICES or information provided to or gathered by ECWZ INC with respect to such use.

If any part of these Terms of Service or the Additional Terms is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms of Service and the Additional Terms shall continue in effect.

Unless otherwise specified herein, these Terms of Service, the Additional Terms and the Privacy Statement constitute the entire agreement between the user and ECWZ INC with respect to the SERVICES and they supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and ECWZ INC with respect to the SERVICES Network.

A printed version of these Terms of Service and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. ECWZ INC may: (1) generate print copies of its electronic records and introduce them in evidence as original documents and (2) prove YOUR agreement or consent in any manner, including without limitation, by showing that a procedure existed by which YOU must have provided consent or engaged in conduct to obtain the applicable services or Products.

The example companies, organizations, products, people and events depicted the demonstration sites within the SERVICES are fictitious. No association with any real company, organizations, product, person or event is intended or should be inferred.

ECWZ INC is not obligated to monitor the content on SERVICES. ECWZ INC reserves the right to disclose any information, content, or materials as necessary to satisfy any applicable law, regulation, legal process or government request or in accordance with ECWZ INC's Privacy Statement located at http://www.ECWZ.net/corporate/privacy.asp.

ECWZ INC reserves the right to edit, refuse to post or to remove any information, content, or materials, in whole or in part, from the SERVICES Web sites, in ECWZ INC'S sole discretion, without notice at any time.

Any rights not expressly granted herein are reserved by ECWZ INC, including all legal and equitable remedies available to ECWZ INC or violation of any of these Terms of Service. COPYRIGHT AND TRADEMARK NOTICES All contents of the SERVICES are: Copyright (c) 2005 - 2006 ECWZ INC, Inc. and/or its suppliers, c/o ECWZ INC , U.S.A. All rights reserved. TRADEMARKS SERVICES is either a trademark or registered trademark of ECWZ INC Corporation. The names of actual companies and products mentioned herein may be the trademarks of their respective owners. eBay and the eBay logo are trademarks of eBay Inc. Any rights not expressly granted herein are reserved by ECWZ INC. NOTICES AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to Service Provider's Designated Agent.