2.1 Products. Merchant will submit to mPoria each product it wishes to list for sale using the Services in accordance with mPoria’s procedures therefor, as may be designated by mPoria from time to time. Merchant will not submit for listing any Prohibited Product. Merchant may remove any Product from listing on the Services in accordance with mPoria’s procedures therefor as may be designated by mPoria from time to time.

2.2 Listing on the Services; Authorization. Subject to Section 2.1, Merchant will determine the Products that are listed on the Mobile Website, and mPoria will determine which of such Products are listed on the Mobile Shopping Portal. Merchant hereby authorizes mPoria to list any or all Products for sale on Merchant’s behalf via the Mobile Shopping Portal. mPoria is not obligated to list any or all Merchants Products via the Mobile Shopping Portal, and mPoria may add, change or discontinue the listing of any or all Products on the Mobile Shopping Portal at its discretion. Merchant may request that mPoria remove and refrain from listing all Products on the Mobile Shopping Portal in accordance with mPoria’s procedures therefor, as may be designated by mPoria from time to time.

2.3 Product Information. Merchant will supply to mPoria accurate and complete information for all Products (e.g., designs, photographs, specifications) and such other information as requested by mPoria to provide the Services to Merchant (collectively “Product Information”). Merchant will provide the Product Information in the format specified by mPoria and in accordance with mPoria’s procedures therefor, as may be designated by mPoria from time to time. Merchant will update such information as frequently as necessary so that the Product Information is at all times current, accurate and complete.

2.4 Quality of Products and Product Information. Merchant will ensure that the Products and Product Information comply with all applicable laws and that the Products are of good and marketable quality. Merchant will promptly notify mPoria of any recalls or threatened recalls of any Products (of which Merchant has knowledge) and will make all appropriate refunds to customers in connection therewith. Merchant will be responsible for all costs and expenses incurred by Merchant, mPoria or any of their Affiliates in connection with any recall or threatened recall of any Products.

3.1 Transaction Processing. Merchant will process each purchase of a Product or the commitment to purchase a Product made through the Services (each a “Transaction”) on at least a daily basis. Merchant is responsible for processing all payments and refunds for Transactions, and Merchant’s name will appear on the customer’s credit card statement. Merchant will bear the risk of credit card fraud and bed debt expense occurring in connection with Transactions except to the extent caused by mPoria’s negligence or willful misconduct.

3.2 Sale and Fulfillment. Merchant will be solely responsible for, and bear all risk and liability for, sourcing, storing, selling, fulfilling, and delivering all Products (including for any non-conformity or defects in, damage to, or theft of or claims regarding the delivery or non-delivery of, the same) and accepting returns of, and providing refunds and adjustments for, Products, and Merchant will do so in accordance with the terms of this Agreement, all terms of the Mobile Websites and Mobile Shopping Portal and in accordance with all applicable laws, rules and regulations.

4.1 Responsibilities. As between the parties, mPoria will be responsible for and will have sole discretion regarding all customer service issues relating to the Services and their features (including the ordering process, but excluding Merchant order fulfillment issues). As between the parties, Merchant will be responsible for and will have sole discretion regarding all customer service for issues relating to: (a) payment; (b) payment processing, refunds and adjustments; (c) Products (including availability, technical support, functionality and warranty); (d) Product fulfillment, shipping and handling and customer cancellations and returns; and (e) feedback concerning experiences with Merchant’s personnel, policies or processes.

4.2 Conduct. Each party will generally conduct its customer service dealings hereunder in a timely, professional, and courteous manner; and in any event ensure that the customer service provided (including in regard to product fulfillment and responsiveness to customer inquiries) is as good as that offered by such party to other customers. Each party’s customer service will be responsible for handling inquiries only from persons contacting the party in their capacity as consumer, and neither party will contact the other party’s customer representatives for any reason. Each party will refer customers having issues for which the other party is responsible under this Agreement to the other party in a timely, professional and courteous manner and at the applicable email address and/or phone number provided for such purpose by such other party. In performing customer service, each party will always present itself and the other party as separate entities to consumers.

4.3 Use of Customer Information. mPoria and Merchant will be co-owners of the Customer Information, together with all associated intellectual property rights, with no duty on the part of either party to pay any royalties or account to the other party with respect to its use of any Customer Information. Each party will comply with all laws applicable to Customer Information, mPoria’s privacy policy and its respective policies regarding use of Customer Information as displayed on the Services.

5.1 Fees. As consideration for Merchants access to and use of the Services, Merchant will pay mPoria: (a) the Set-Up Fee, (b) the applicable monthly Subscription Fee, and (c) with respect to Transactions via the Mobile Shopping Portal, the Revenue Share. The current Set-Up Fee, Subscription Fee and Revenue Share are set forth on Exhibit B, and mPoria may change the Fees upon 30 days notice to Merchant.

5.2 Payment of Set-Up and Subscription Fees. mPoria will charge Merchant’s credit card with the Set-Up Fee and first month’s Subscription Fee upon accepting Merchant for Services. Thereafter, Merchant will pay the monthly Subscription Fee in advance for each month during the term of this Agreement. Merchant will complete, execute and maintain in full force and effect during the term of this Agreement, an Authorization for Recurring Credit Card Transactions for the applicable monthly Subscription Fee as set forth in the registration.

5.3 Payment of Revenue Share; Revenue Share Statement. Merchant will pay the Revenue Share on a monthly basis within five (5) days after the end of each calendar month. Within five (5) days after the end of each calendar month, Merchant will provide to mPoria a statement of Revenue Share for such calendar month which will include the number of Transactions, total amount of revenue generated by Transactions, total price of Products sold in Transactions, Revenue Share owed to mPoria and such other information requested by mPoria. Each Revenue Share statement will also contain authorization for mPoria to charge Merchant’s credit card account for the amount of the Revenue Share. Merchant will provide the Revenue Share statement in the format specified by mPoria and in accordance with mPoria’s procedures therefor, as may be designated by mPoria from time to time.

5.4 Payment Terms. Merchant will provide mPoria with complete and accurate information for a valid credit card issued to Merchant by a United States bank and otherwise meeting mPoria’s requirements (the “Merchant Credit Card”). Merchant will update such information as frequently as necessary so that such Merchant Credit Card information is at all times current, accurate and complete. Merchant hereby authorizes mPoria to verify Merchant’s information (including any updated information), to obtain credit reports about Merchant from time to time during the term of this Agreement, to obtain credit authorizations from Merchant’s credit card issuer, and to charge the Merchant Credit Card for any Fees payable by Merchant to MPoria under this Agreement. mPoria reserves the right to invoice Merchant for any Fees due mPoria and not otherwise paid to mPoria under this Agreement, and Merchant will pay mPoria invoiced Fees upon receipt. Any amount not paid when due will be subject to finance charges equal to one and a half percent (1.5%) of the unpaid balance per month or the highest rate permitted by applicable law, whichever is less, determined and compounded daily from the date due until the date paid. Merchant will reimburse any costs or expenses (including attorneys’ fees) incurred by mPoria to collect any amount that is not paid when due. Amounts due from Merchant under this Agreement may not be withheld or offset by Merchant against amounts due to Merchant for any reason. Merchant will pay all amounts in United States dollars.

5.5 Taxes. Any and all Fees payable by Merchant pursuant to this Agreement are exclusive of all sales, use and similar taxes, and Merchant will pay any taxes that are imposed and payable by it on such amounts. If mPoria is required by law or by administration thereof to collect any sales, use or similar taxes from Merchant, Merchant will pay such taxes to mPoria. Merchant will be solely responsible for all obligations associated with any and all sales, use, excise, import, export, value added and other taxes and duties assessed, incurred or required to be collected or paid for any reason in connection with any advertisement, offer or sale of products by Merchant on or through the Services, or otherwise in connection with any action, inaction or omission of Merchant, its Affiliates or their respective employees, agents, contractors or representatives (collectively “Merchant Taxes”).

5.6 Costs; Audit. Except as expressly provided otherwise in this Agreement, each party will be responsible for all costs and expenses incurred by it in performing its obligations under this Agreement. Merchant will prepare and maintain complete, clear, and accurate books and records sufficient to verify its compliance or non-compliance with its payment and other obligations under this Agreement. During the term of this Agreement and for a period of three years thereafter, Merchant will permit mPoria and its accountants, representatives and agents, to review, audit, inspect and copy its records relating to this Agreement, at all reasonable times during the normal business hours of Merchant. Merchant will actively cooperate in all such reviews, audits or inspections. In the event that any such review or investigation reveals that Merchant has failed to pay mPoria the full Fees due, Merchant shall immediately pay to mPoria the full amount of such underpayment, including interest and/or late fees, as well as the costs of such review or investigation.

6.1 Changes to Services. mPoria reserves the right to change the Services, including the Mobile Websites, Mobile Shopping Portal (including the content, appearance, design, functionality and all other aspects thereof) access procedures, merchant verification, tools, documentation, format requirements, communications protocols and services offered. mPoria may delay or suspend listing of, or to refuse to list, or to de-list, any or all products in its sole discretion. Without limiting the generality of the foregoing, mPoria will have the right to determine the use of any mPoria trademarks and any messaging or notice on the Services.

6.2 Back-up of Data. mPoria is not responsible for the back up of any of Merchant’s files or data. Merchant is solely responsible for independent backup of data generated or stored through the use of the Services.

6.3 Transmission of Data. mPoria is not liable for protection or privacy of electronic mail or other information transferred through the Internet or any other network that mPoria or Merchant or Merchant’s customers may utilize, including in connection with the provision of the Services.

6.4 Use of Services. Merchant will access and use the Services in accordance with this Agreement and all terms, policies and procedures related thereto set forth on the mPoria Site. Merchant may not: (i) reverse engineer, decompile, or disassemble the Services; (ii) modify or create derivative works based upon the Services, in whole or in part; (iii) distribute copies of the Services; (iv) remove any proprietary notices or labels on the Mobile Websites or Mobile Shopping Portal; or (v) resell, lease, rent, transfer, sublicense, or otherwise transfer rights to the Services. Merchant will make no representations or warranties on behalf of mPoria. In addition to any other rights or remedies that mPoria may have in law or equity, any use in violation of this Section will immediately terminate Merchant’s right to use the Services. mPoria may suspend, delay, refuse to offer, or discontinue the offer of any or all Products or the use of any or all Product Information on the Service at any time in its sole discretion.

6.5 Prohibited Products and Content. Merchant will not offer, provide to mPoria or use in connection with the Services, any products, services or content in violation of mPoria’s prohibited content and products policy. The current policy is set forth in Exhibit C, and mPoria may change the policy from time to time upon notice to Merchant, which may consist of posting on the mPoria Site.

8.1 Indemnity Obligations. Merchant will hold harmless, defend (if requested by mPoria) and indemnify mPoria and its Affiliates and their respective employees, directors and representatives (collectively “Indemnified Parties”) against any and all claims, actions, proceedings and suits and any and all liabilities, losses, damages, settlements, penalties, fines, costs or expenses (including reasonable attorneys' fees and other litigation expenses) incurred or suffered by an Indemnified Party, arising out of or relating to any of the following, provided that Merchant’s foregoing obligation to defend shall apply only to claims or actions brought by a third party against an Indemnified Party: (a) any breach of this Agreement by Merchant, including any representations, warranties, covenants or obligations set forth in this Agreement; (b) any Products, Merchant Materials, Transactions or the advertisement, offer, sale or return of any products by Merchant; (c) any actual or alleged infringement of any intellectual property or other rights of any third party by any Products or Merchant Materials; or (d) any Merchant Taxes or the collection, payment or failure to collect or pay Merchant Taxes.

8.2 Indemnity Process. The indemnified party shall provide the indemnifying party written notice of any claim for which it seeks indemnification under this Agreement. The indemnified party shall grant to the indemnifying party, and the indemnifying party will have, the exclusive right to defend any such claim and make settlements thereof at the indemnifying party's own discretion, provided that the indemnified party shall not settle or compromise such claim, except with prior written consent of the indemnifying party. The indemnified party shall give, at the indemnifying party's expense, such assistance and information as the indemnifying party may reasonably require to settle or oppose such claims. The indemnified party may, however, participate in the defense or settlement of such claim at its own expense and with its own choice of counsel.

9.1 Disclaimer of Warranties. The Services are made available by mPoria to Merchant “AS IS” and “WITH ALL FAULTS, ERRORS, BUGS AND DEFECTS.” Merchant acknowledges and agrees that the features and functionality of the Services may change from time to time or be eliminated at any time in mPoria’s sole discretion. mPoria makes no representation or warranty of any kind, express or implied, as to the condition, character, nature, capability, performance, availability, suitability, title, source or any other characteristic of the Services or any portion thereof. MPORIA HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES OR THIS AGREEMENT, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT; (B) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE; OR (C) ANY WARRANTY THAT THE SERVICES WILL MEET MERCHANT’S REQUIREMENTS, WILL CONTAIN ANY PARTICULAR FEATURES OR FUNCTIONALITY, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY OR SECURE, OR OPERATE WITHOUT ERROR. MPORIA DOES NOT GUARANTEE ANY NUMBER OF PRODUCT SALES OR TRANSACTIONS THROUGH THE SERVICES, AND MERCHANT ACKNOWLEDGES AND AGREES THAT MERCHANT HAS NO EXPECTATION THAT IT WILL OBTAIN ANY ANTICIPATED AMOUNT OF SALES OR PROFITS OR OTHER RESULTS BY VIRTUE OF THIS AGREEMENT.

9.2 Limitation of Liability. IN NO EVENT WILL MPORIA BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, INCLUDING ANY LOSS OF REVENUE, PROFITS, OR DATA, EVEN IF MPORIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL MPORIA’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHER THEORY), WARRANTY OR OTHERWISE, EXCEED THE TOTAL FEES PAID TO MPORIA UNDER SECTION 5 OF THIS AGREEMENT DURING THE PREVIOUS TWELVE-MONTH PERIOD.

9.3 Independent Allocation of Risk. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY MPORIA TO MERCHANT AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION 9 WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT.

9.4 SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS WITH RESPECT TO WARRANTIES OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO CERTAIN OF THE FOREGOING LIMITATIONS MAY NOT APPLY TO THE EXTENT SO NOT ALLOWED.

10.1 Term. This Agreement will commence on the Effective Date and continue for an initial period of three months (the “Initial Term”). Thereafter, this Agreement will automatically renew for successive monthly periods until terminated as set forth herein.

10.2 Termination by Merchant. At any time after the Initial Term, Merchant may terminate this Agreement by giving mPoria notice of termination at least 15 days prior to the start of the next monthly period, and this Agreement will terminate effective as of the end of the next monthly period. In connection with any notice of termination, Merchant may request that mPoria suspend the listing of all Products on the Services prior to the effective date of termination, but not less than 15 days after such request, provided that Merchant will not be entitled to any refund or reduction of any Fees due hereunder.

10.3 Termination by mPoria. At any time after the Initial Term, mPoria may terminate this Agreement by giving Merchant notice of termination at least 15 days prior to the start of the next monthly period, and this Agreement will terminate effective as of the end of the next monthly period. In addition, mPoria may immediately suspend the Services, in whole or in part, or terminate this Agreement, by any means, if mPoria believes in its sole discretion that Merchant has breached any provision of this Agreement.

10.4 Effect of Termination. Upon any termination of this Agreement, all rights and obligations of the parties under this Agreement will be extinguished, except that: (a) the rights and obligations of the parties under Sections 3, 4, 5, 7 and 8 hereof with respect to Transactions occurring prior to termination; and (b) the rights and obligations of the parties under Sections 5.5, 5.6, 6.2, 6.3, 8, 9, 10.4, and 11 hereof generally, will survive the termination of this Agreement.

11.1 Assignment. Merchant may not assign or delegate this Agreement or any of its rights or obligations hereunder without mPoria’s prior written consent. Any attempt by Merchant to transfer its rights, duties, or obligations under this Agreement except as expressly provided in this Agreement is void. mPoria may assign or delegate this Agreement or any of its rights or obligations hereunder freely and without necessity of obtaining Merchant’s consent. Subject to the foregoing restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.

11.2 Choice of Law; Arbitration. This Agreement will be governed by the laws of the State of Washington, without reference to its choice of laws rules. The parties agree that the parties’ rights and obligations are not governed by the United Nations Convention on Contracts for the International Sale of Goods. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Seattle, Washington before a single arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

11.3 Force Majeure. mPoria will not be liable for any delay or failure to perform any of its obligations hereunder by reason of fire, explosions, earthquakes, storms, flood, wind, drought and acts of God or the elements; court orders; acts, delays and failures to act by civil, military or other governmental authority; failures of suppliers, service providers or other third parties; strikes, lockouts, labor disputes, riots, insurrections, terrorism, sabotage and war; breakdown or destruction of, or damage or casualty to, any equipment, facilities or other property not caused by mPoria, unavailability of materials, supplies, parts, equipment, personnel or other necessary items on commercially reasonable terms; interruption, suspension, curtailment or other disruption of utilities; or other matters beyond mPoria’s reasonable control.

11.4 Headings; Construction. Whenever used in this Agreement, unless otherwise specified: (a) the terms “includes”, “including”, “e.g.”, “for example”, “for instance” and other similar terms are deemed to include the term “without limitation” immediately thereafter; and (b) the terms “$” and “dollars” mean United States dollars. The headings of sections and subsections of this Agreement are for convenience of reference only and are not intended to affect the interpretation or construction of any provision of this Agreement. In resolving any dispute or construing any provision hereunder, there will be no presumptions made or inferences drawn because: (y) one of the parties (or its representatives) drafted this Agreement; or (z) of the drafting history of this Agreement; and each party hereby waives application of, or any rights under, any law that would require the interpretation of any ambiguities in this Agreement against the party that drafted it.

11.5 Independent Contractors. The parties are independent contractors, and this Agreement will not be construed to create a partnership, joint venture or employment relationship between them. Merchant will not represent itself to be an employee or agent of mPoria, and will not enter into or purport to enter into any agreement or legally binding commitment on the behalf of or in the name of mPoria or mPoria’s Affiliates.

11.6 Notices. Any notice or other communication under this Agreement given by mPoria to Merchant will be effective if: (a) sent via email to Merchant at Merchant’s email address specified in its registration for Services or to any other email address provided to mPoria by Merchant; or (b) posted on the mPoria Site (and Merchant is responsible for reviewing the mPoria Site for any such notices and communications). To be effective, any notice or other communication under this Agreement given by Merchant to mPoria must be in writing and must be sent to, and delivered by, mPoria by either (a) personal delivery, (b) internationally recognized courier, or (c) certified mail, return receipt requested, postage prepaid at the applicable address set forth in this Section 11.7. mPoria may change its address for receipt of notice by notice to Merchant in accordance with this Section.

Before April 30, 2007:

mPoria, Inc.
157 Yesler Way, Suite 420
Seattle, WA 98104

After May 1, 2007:

mPoria, Inc.
209½ First Ave South, Suite 302
Seattle, WA 98104

11.7 Merchant Representations; Compliance with Laws. Merchant hereby represents and warrants to mPoria that: (a) Merchant has the full right, power and authority to enter into this Agreement and perform its obligations hereunder, and that its performance under this Agreement shall not violate any agreement between Merchant and any third party, any obligation owed by Merchant to any third party, or the rights of any third party; (b) neither the Merchant Materials, nor mPoria’s use thereof as permitted under this Agreement, will violate, misappropriate or infringe any right of any third party; (c) all Products and Merchant’s performance under this Agreement will comply with all applicable laws, rules and regulations, (d) Merchant will not redirect any customers or prospective customers from the Services into any other sales channel and will not use the Services for any purpose other than the offering or sale of Products as contemplated hereunder, and (e) if Merchant is an individual, he or she is at least 14 years of age.

11.8 Press Releases and Confidentiality. Unless Merchant first obtains mPoria’s prior written consent, Merchant will not issue any press releases or otherwise make any public statements or communications disclosing or concerning: (a) this Agreement, its terms, or the relationship of the parties; (b) any information relating to mPoria, its Affiliates or the Services; (c) any nonpublic information disclosed or made available by mPoria or its Affiliates to Merchant, in written, oral, electronic or other tangible or intangible form, whether or not designated as confidential, including information relating to the Services, any released or unreleased features or functionality, marketing or promotional activities, business policies or practices, customers, potential customers, suppliers, software, code, documentation, technology, any other business, financial or technical information of mPoria and any information received from others mPoria is obligated to treat as confidential (information described in (a), (b) and (c), collectively “Confidential Information”). Merchant shall hold in strict confidence, shall not use or disclose to any third party, and shall take all necessary precautions to secure any Confidential Information of mPoria. In accordance with this provision, Merchant shall maintain at least the same precautions as it takes in regard to its own confidential information. Merchant’s disclosure of Confidential Information shall be restricted solely to employees, agents, consultants and representatives who have been advised of their obligation with respect to Confidential Information. Merchant acknowledges and agrees that any breach or threatened breach of this Section 11.9 shall cause irreparable harm for which there is no adequate remedy at law and that mPoria shall be entitled to immediate injunctive relief without posting a bond, in addition to any other remedy available under this Agreement, in law or equity.

11.9 Severability. If any provision of this Agreement is invalid or unenforceable in any jurisdiction, the other provisions herein shall remain in full force and effect in such jurisdiction and shall be liberally construed in order to effectuate the purpose and intent of this Agreement, and the invalidity or unenforceability of any provision of this Agreement in any jurisdiction shall not affect the validity or enforceability of any such provision in any other jurisdiction.

11.10 Remedies. Except as may be otherwise expressly provided herein: (a) the rights, remedies and obligations of the parties hereunder are cumulative and are not intended to be exclusive of any other right, remedy or obligation now or hereafter provided hereunder or by law or in equity; and (b) the election of any one or more available remedies by either of the parties will not constitute a waiver of the right of such party to other available remedies. The election of any one or more remedies by either party shall not constitute a waiver of the right to pursue other available remedies.

11.11 Waiver. Any failure or delay by either party to exercise or partially exercise any right, power or privilege hereunder shall not be deemed a waiver of any of the rights, powers or privileges under the Agreement. No term or condition of this Agreement shall be held to be waived, modified or deleted except by a written instrument signed by the parties hereto. Waiver of any breach of any term or condition of this Agreement shall not be deemed a waiver of any prior or subsequent breach.

11.12 Entire Agreement. This Agreement, including all Exhibits and all terms, policies and procedures related to the Services set forth on the mPoria Site, which are hereby incorporated by reference, is the complete and exclusive statement of the agreement between the parties and supersedes all proposals, representations or prior agreements, oral or written, and any other communications between mPoria and Merchant relating to the subject matter of this Agreement, including any prior agreement. mPoria reserves the right to changes any of the terms and conditions of this Amendment and any terms, policies or procedures related to the Services on the mPoria Site at any time, effective upon thirty (30) days notice to Merchant. MERCHANT’S CONTINUED USE OF THE SERVICES AFTER MPORIA’S EMAILING AND/OR POSTING OF ANY REVISED TERMS, CONDITIONS, POLICIES, PROCEDURES OR ANY NOTICE THEREOF, WILL CONSTITUTE MERCHANT’S ACCEPTANCE THEREOF. IF MERCHANT DOES NOT AGREE TO ANY CHANGES TO THIS AGREEMENT, MERCHANT MUST NOT CONTINUE TO USE THE SERVICES.