Comparison Shopping Cost Per Click Terms & Conditions

PLANETONLINE.COM

MERCHANT SERVICES AGREEMENT

MERCHANT would pay PLANET ONLINE Cost Per Click (the "CPC") charges as outlined in Exhibit A, when PLANET ONLINE visitors click and are directed to MERCHANT’s Web Site.

MERCHANT will be provided a logo listing on PLANET ONLINE's Products Listing Page if MERCHANT opts in for such service. The logo will link from PLANET ONLINE's Products Listing Page to similar product on MERCHANT's Web Site. MERCHANT will pay for MERCHANT’s Logo display services as per logo additional CPC charges outlined in Exhibit A Section 2.

MERCHANT will be provided a Featured Store listing on PLANET ONLINE's Products Listing Page if MERCHANT opts in for such service. The Featured Store listing will link from PLANET ONLINE's Products Listing Page to similar product on MERCHANT's Web Site. MERCHANT will pay for Featured Store display services as per Featured Store additional CPC charges outlined in Exhibit A Section 3.

MERCHANT will be provided a store listing on PLANET ONLINE's MERCHANTs Page if MERCHANT opts in for such service. The store listing will link from PLANET ONLINE's MERCHANTs Page to MERCHANT's Web Site. MERCHANT will pay for MERCHANT’s Listing display services as per Store Listing CPC charges outlined in Exhibit A Section 4.

MERCHANT will be provided a Premier Merchant listing on PLANET ONLINE's Category Listing Pages if MERCHANT opts in for such service. The store listing will link from PLANET ONLINE's Category Listing Pages to MERCHANT's Web Site. MERCHANT will pay for Premier Merchant Listing display services as per Premier Merchant Listing CPC charges outlined in Exhibit A Section 5.

MERCHANT and PLANET ONLINE each agrees to use its commercially reasonable efforts to provide its services under the MERCHANT Relationship.

MERCHANT shall be solely responsible for the provision of its services and operation of its business.

This agreement by and between PlanetOnline.com, Inc. a California Corporation ("PLANET ONLINE") and you (‘MERCHANT”) consist of the following Planet Online’s terms and conditions (“Terms and Conditions”):

1.	TERM
	*1.1*		This Agreement will take effect immediately and run for a period of 1 year unless terminated by either party before the end of the term pursuant to Section 7. Thereafter, this Agreement shall automatically renew for successive one-month terms until terminated by one party by providing written notice before the end of the term to the other party of its desire to terminate the Agreement.

2.	COMMERCE
	2.1	(a)	PLANET ONLINE Obligations. (i) PLANET ONLINE hereby appoints MERCHANT as a MERCHANT for the Planet Online Network of North American Web sites (the "Web Site") pursuant to the terms outlined on Schedule A.
		(b)	MERCHANT Obligations. (i) MERCHANT accepts appointment as a MERCHANT for the Web Site on the terms outlined on Schedule A.
	(Section 2.1(a) & (b) collectively the "MERCHANT Relationship")

3.	CREDIT AND BRANDING; OWNERSHIP
	3.1		*Promotion and Marketing.* PLANET ONLINE and MERCHANT will both use reasonable efforts to promote and market the existence of the MERCHANT Relationship. MERCHANT may not, however, make any statement (whether oral or in writing) in any external advertising, marketing or promotional materials regarding the MERCHANT Relationship without the prior written consent of PLANET ONLINE which shall not be unreasonably withheld, provided that any such materials that are substantially identical to those previously approved by PLANET ONLINE need not be re-submitted for approval.
	3.2		*Rights of PLANET ONLINE,* MERCHANT acknowledges that PLANET ONLINE exclusively owns all intellectual property rights related to the Web Site and the Mark as defined below or has been licensed by third party providers for such rights and that MERCHANT gains no intellectual property or other rights under this Agreement. All rights whether now existing or which may hereafter come into existence, and which are not expressly granted to MERCHANT herein, are expressly reserved to PLANET ONLINE, To the extent that any of PLANET ONLINE’s intellectual property rights may, by operation of law or otherwise, vest in MERCHANT, MERCHANT will, at the request and expense of PLANET ONLINE, irrevocably assign to PLANET ONLINE any such right, title or interest, at no cost.
	3.3		*Use of PLANET ONLINE’S Marks.* PLANET ONLINE grants MERCHANT a non exclusive, non transferable, royalty free right to use the “PLANET ONLINE” trademark (the “Mark” solely on the Co-Branded Page, as defined below, for the term of this Agreement. Except as provided in this Agreement, MERCHANT may not use PLANET ONLINE’s name or any of PLANET ONLINE’s trademarks or service marks without the prior written consent of PLANET ONLINE,
	3.4		*Goodwill:* MERCHANT recognizes the great value of publicity and goodwill associated with the Web Site and acknowledges that all trademarks and service marks pertaining thereto or used in connection therewith, have acquired secondary meaning in the minds of the public and MERCHANT agrees that such marks and Web Site and all rights and goodwill attendant to them belong exclusively to PLANET ONLINE and that all use pursuant to this Agreement shall inure to the sole benefit of PLANET ONLINE,

4.	FEES
	4.1	(a)	The fees and payment terms for the MERCHANT Relationship are outlined on Schedule A.
		(b)	Unless otherwise specified on Schedule A, all revenues that are in any way related to the Web Site belong exclusively to PLANET ONLINE,
		(c)	Any fees due PLANET ONLINE that are not paid pursuant to the terms of this Agreement shall accrue, and MERCHANT shall pay, finance charges of one and one half percent (1½ %) per month until paid by MERCHANT.

5.	LIMITATION OF LIABILITY
	5.1		*Accuracy/Reliability.* Although PLANET ONLINE makes reasonable efforts to ensure the accuracy and reliability of the Web Site MERCHANT acknowledges that PLANET ONLINE, its MERCHANTs, and their respective officers, directors, employees, and third party providers will not be held liable for any damages suffered or incurred by MERCHANT or any third person arising out of: (a) any faults, interruptions or delays of the Web Site, or (b) any inaccuracies, errors or omissions on the Web Site.
	5.2		*Force Majeure.* Neither party will be liable for any failure to perform any obligation (other than payment obligations) hereunder, or from any delay in the performance thereof, due to causes beyond its reasonable control, including, but not limited to, acts of God, public enemy, acts of government, failure of telecommunications, fire or other casualty. If such circumstances prevent a party’s performance under this Agreement for a period of one (1) month, then either party may immediately terminate this Agreement by providing written notice to the other party.
	5.3		*Warranties.* Each party represents and warrants to the other party that: (a) it has the full corporate right, power and authority to enter into this Agreementand to perform the acts required of it hereunder; (b) the execution of this Agreement by such party, and the performance by such party of its obligations and duties hereunder, do not and will not violate any agreement to which such party is a party or by which it is bound; and (c) its promotional materials or obligations under this Agreement will, to the best of its knowledge, neither infringe any rights of any person or entity nor violate any applicable law or regulation.
	5.4		*Exclusion of Warranties.* EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THERE ARE NO WARRANTIES, CONDITIONS, GUARANTEES OR REPRESENTATIONS AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHER WARRANTIES, CONDITIONS, GUARANTIES OR REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, IN LAW OR IN FACT, ORAL OR IN WRITING IN CONNECTION WITH THE MERCHANT RELATIONSHIP.
	5.5		*Special Damages.* Except for a Party's malicious acts, under no circumstances will either party be liable for any indirect, incidental, special or consequential damages, including lost profits, with respect to its obligations under this Agreement, regardless of whether such damages could have been foreseen by either party.

6.	INDEMNIFICATION
	6.1		*Indemnification by PLANET ONLINE* will indemnify and hold MERCHANT and its officers, directors and employees harmless from and against any and all damages resulting from or arising out of the Web Site provided that: (i) the relevant claim does not arise from MERCHANT's services, intellectual property, negligence malicious acts, or the Co-Branded Page; (ii) the relevant claim does not concern matters that PLANET ONLINE notified MERCHANT should not be used or should be modified; or (iii) the relevant claim does not arise from any breach of any covenant or agreement to be performed by MERCHANT hereunder.
	6.2		*Indemnification by MERCHANT.* MERCHANT will indemnify and hold PLANET ONLINE and its MERCHANTs and their respective officers, directors and employees harmless from and against any and all damages resulting from or arising out of MERCHANT’s business or services, use of MERCHANT's trademarks or intellectual property, negligence or malicious acts, or any breach of any covenant or agreement to be performed by MERCHANT hereunder.
	6.3		*Participation.* The Indemnifying Party and the Indemnified Party will cooperate, and cause their respective MERCHANTs to cooperate, in the defense or prosecution of any third party claims, any appellate level process, or assertions and any respective settlement thereof.

7.	TERMINATION
	*7.1*		*Grounds for Termination.* In addition to any other remedy available at law or in equity, either party may terminate this Agreement immediately, without further obligation to the other party in the event of: (a) any breach of this Agreement by the other party that is not remedied within ten (10) days’ notice of such breach in writing; (b) the other party’s making an assignment for the benefit of its creditors, the filing of a voluntary or involuntary petition under any bankruptcy or insolvency law, or under the provisions of any law of like import in connection with the other party, or the appointment of a trustee or receiver for the other party or its property.
	*7.2*		Specifically, PLANET ONLINE reserves the right to sell or discontinue publication of the Web Site at any time before, after or during the term of this Agreement, which sale or discontinuance shall, at PLANET ONLINE’s sole option, be considered de facto termination of this Agreement, and PLANET ONLINE shall not be liable to MERCHANT for any damages as a result of PLANET ONLINE’s discontinuance or sale of the Web Site.
	*7.3*		*Obligations Upon Termination.* Promptly upon termination of this Agreement for any reason MERCHANT will cease using, promoting or marketing itself as a MERCHANT of PLANET ONLINE and will immediately pay all outstanding amounts due to PLANET ONLINE.

8.	CONFIDENTIALITY
	*8.1*		The parties agree to keep the financial and other terms of this Agreement, but not the existence of this Agreement, strictly confidential and not to disclose such information to any third party without the other party's written consent, except as required by law.

9.	GENERAL
	*9.1*		*Controlling Law.* This Agreement will be deemed to have been executed and delivered in the county of Los Angeles, State of California, USA, and it will be governed by and construed in accordance with the laws of California, USA. Any action or proceeding in connection with this Agreement must be brought in the courts of the county of Los Angeles, State of California, USA, and each of the parties hereby consents to the personum jurisdiction of such courts.
	*9.2*		*Notices.* All notices, requests and other communications to any party hereunder will be in writing (including facsimile transmission or similar writing) and will be given to such party at its address or telecopy number set forth below or at such other address or telecopy number as such party may hereafter specify for such purposes. Each such notice, request or other communication will be effective (i) if given by telecopy, when such telecopy is transmitted to the telecopy number specified in this Section and confirmation of receipt is obtained or (ii) if given by any other means, when received at the address specified below.
			To: (Planet Online)	PLANETONLINE.COM, INC. 20501 Ventura Boulevard Suite 148 Woodland Hills , CA 91364 (818) 888-7030 (facsimile) Attention: General Counsel
	*9.3*		*Assignments.* This Agreement will be binding upon and inure to the benefit of the parties, their respective heirs, personal representatives, successors and assigns. Neither party may assign any of its rights or delegate any of its duties under this Agreement without the prior written consent of the other, provided that PLANET ONLINE may assign this Agreement and all rights and obligations hereunder to any MERCHANT or to any transferee of all or a majority of a party's capital stock (whether by way of merger or otherwise) or all or a majority of a party's assets except to a direct competitor of the other party.
	*9.4*		*Relationship Between the Parties.* The parties are independent organizations and there is no joint venture, partnership, agency or fiduciary relationship existing between the parties and the parties do not intend to create any such relationship by this Agreement and neither party may legally bind the other. Notwithstanding the use of the terms “COMMERCE PARTNER RELATIONSHIP”, “COMMERCE PARTNER”, or other similar terms throughout the Agreement, the parties confirm that their relationship is an alliance between two independent organizations and is not a partnership.
	*9.5*		*Amendments; Waivers.* This Agreement may not be amended, modified or superseded, unless expressly agreed to in writing by both parties. No provision of this Agreement may be waived except by an instrument in writing executed by the party against whom the waiver is to be effective. The failure of either party at any time or times to require full performance of any provision hereof will in no manner affect the right of such party at a later time to enforce the same.
	*9.6*		*Severability.* If any provision or term of this Agreement, not being of a fundamental nature, is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remainder of this Agreement will not be affected.
	*9.7*		*Entire Agreement.* This Agreement and any and all addenda, schedules or exhibits attached hereto represent the entire agreement of the parties regarding the subject matter hereof. There are no other oral or written collateral representations, agreements, or understandings regarding the subject matter hereof.


	Schedule A

	MERCHANT would pay PLANET ONLINE Cost Per Click (the "CPC") charges as outlined in Exhibit A, when PLANET ONLINE visitors click and are directed to MERCHANT’s Web Site.
	MERCHANT will be provided a logo listing on PLANET ONLINE's Products Listing Page if MERCHANT opts in for such service. The logo will link from PLANET ONLINE's Products Listing Page to similar product on MERCHANT's Web Site. MERCHANT will pay for MERCHANT’s Logo display services as per logo additional CPC charges outlined in Exhibit A Section 2.
	MERCHANT will be provided a Featured Store listing on PLANET ONLINE's Products Listing Page if MERCHANT opts in for such service. The Featured Store listing will link from PLANET ONLINE's Products Listing Page to similar product on MERCHANT's Web Site. MERCHANT will pay for Featured Store display services as per Featured Store additional CPC charges outlined in Exhibit A Section 3.
	MERCHANT will be provided a store listing on PLANET ONLINE's MERCHANTs Page if MERCHANT opts in for such service. The store listing will link from PLANET ONLINE's MERCHANTs Page to MERCHANT's Web Site. MERCHANT will pay for MERCHANT’s Listing display services as per Store Listing CPC charges outlined in Exhibit A Section 4.
	MERCHANT will be provided a Premier Merchant listing on PLANET ONLINE's Category Listing Pages if MERCHANT opts in for such service. The store listing will link from PLANET ONLINE's Category Listing Pages to MERCHANT's Web Site. MERCHANT will pay for Premier Merchant Listing display services as per Premier Merchant Listing CPC charges outlined in Exhibit A Section 5.
	MERCHANT and PLANET ONLINE each agrees to use its commercially reasonable efforts to provide its services under the MERCHANT Relationship.
	MERCHANT shall be solely responsible for the provision of its services and operation of its business.
	MERCHANT shall be solely responsible to provide PLANET ONLINE accurate product listing in the format outlined in Exhibit B.


	Planet Online reserves the right to revise our policies at any time.