Contractor Storefronts
SUBSCRIPTION AGREEMENT

BY CLICKING ON THE "ACCEPT" BUTTON, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT.

PART I-SUBSCRIPTION AND PROMOTION INFORMATION

CONTRACTOR STOREFRONTS SUBSCRIPTION GRANT: Subject to the completion of all applicable promotion forms to FederalShoppingMall.com Inc., FederalShoppingMall.com Inc. grants to you a non-exclusive, nontransferable right and subscription to use, copy and display, in a manner "framed" by or "embedded" within the FederalShoppingMall.com website, your one page Storefront, where FederalShoppingMall.com users may view and link to information on your company, contracts, products and services.

PRICE AND PAYMENT: This is a promotional one year free subscription. The promotional free subscription will terminate one year from the subscription holder's sign up date. Subscription Holder's will have no obligation to purchase additional subscription terms when the promotional subscription is complete. FederalShoppingMall.com Inc. reserves the right to terminate this agreement at any time if you are found by FederalShoppingMall.com Inc. to be in violation of any term contained herein.

DEVELOPMENT AND MAINTENANCE: Upon the completion of all applicable forms, FederalShoppingMall.com Inc. shall provide you with access, through a username and password, to Contractor Storefronts, and shall provide you with a template and space to activate your Contractor Storefront. You shall be entitled to, and be responsible for, insertion of such logos as you choose on your Storefront, and shall be entitled, and shall be responsible for, insertion of such information about you in fields designated by FederalShoppingMall.com Inc. on your Storefront. FederalShoppingMall.com Inc. reserves the right to delete and/or remove any logos, or other content from your Storefront that they, in their sole discretion, finds offensive, distasteful, or otherwise unrelated to the purpose of the subscription. You, at your sole expense, shall be responsible for the development, operation and maintenance of your Storefront and any websites linked thereto. FederalShoppingMall.com Inc. shall enable FederalShoppingMall.com users to access each Storefront, including yours. However, the responsibility for linking the Storefront to your website, and for processing any information or orders submitted therein rests with you. The responsibility for all aspects of order processing and fulfillment, including, without limitation, preparing order forms, processing payments, cancellations, returns, customer services, and any warranties rests solely with the Contractor Storefront subscription holder, including you.

NON-EXCLUSIVE SUBSCRIPTION: You acknowledge that your right and subscription to maintain a Contractor Storefronts on FederalShoppingMall.com is non-exclusive, and that FederalShoppingMall.com Inc. has the right to grant to other individuals and entities similar rights and subscriptions to maintain other Contractor Storefronts, even if such other individuals or entities offer goods or services similar or identical to the goods or services that you provide.

FEDERALSHOPPINGMALL.COM INC. MARKETING AND PROMOTION: During the term of your subscription, and where appropriate, and at FederalShoppingMall.com Inc.'s sole discretion, FederalShoppingMall.com Inc. may, and is hereby authorized to periodically feature your Contractor Storefront, and its related content in its advertising, promotional, sales and marketing materials, and may distribute it to its customers. Such marketing and promotion may also include FederalShoppingMall.com Inc.'s use of your Contractor Storefront and related content at trade shows, events, and at booths and appearances at Government Trade Shows. Nothing herein shall obligate FederalShoppingMall.com Inc., or any of its officers, directors, agents, or affiliates to use or feature your Contractor Storefront or content in any way, and FederalShoppingMall.com Inc.'s use of such material is at its sole discretion.

NO WARRANTY PROVIDED: The parties agree that the subscription services are provided "as is" and "as available." FederalShoppingMall.com Inc. does not warrant that your use of the subscription will be uninterrupted or that the operation of the subscription will be error-free or secure or that any web site or any materials or content on any web site will perform in the manner expected or without interruption, error or defect. FederalShoppingMall.com Inc. further does not warrant that your use of the subscription service will meet any expectations or requirements that you may have. FederalShoppingMall.com Inc.'s sole liability for any failure of the subscription service to perform shall be, in FederalShoppingMall.com Inc.'s sole discretion: (i) to advise you how to achieve substantially the same functionality with the subscription; or (ii) if the above remedy is impracticable, to refund the unearned portion of the license fee you paid for the subscription.

PART II-OTHER TERMS

OTHER SERVICES: FederalShoppingMall.com Inc. may provide licensee with consulting services through separate agreements. FederalShoppingMall.com Inc. is under no obligation to provide such services, or any services not expressly set forth in this agreement.

TITLE: Title, ownership rights, and intellectual property rights in the subscription service shall remain in FederalShoppingMall.com Inc. and/or its suppliers. The subscription service may be protected by copyright and other intellectual property laws and by international treaties. Title and related rights in the content accessed through the subscription service is the property of the applicable content owner and is protected by applicable law. The subscription granted under this Agreement gives you no rights to such content. You shall not sell, transfer, publish, or otherwise make available the subscription service, copies thereof, or access thereto, to others.

Subject to the terms and conditions of this Agreement, you hereby grant to FederalShoppingMall.com Inc. a limited license to use your trademarks on the FederalShoppingMall.com website, and on FederalShoppingMall.com Inc.'s advertising, promotional, sales and marketing materials, which license is made solely for the purposes of using, marketing and promoting the services and goods of you, FederalShoppingMall.com Inc. and any other Storefront subscription grantee.

CONFIDENTIALITY: Each party agrees to afford the other party's Proprietary Information the same degree of protection against unauthorized use or disclosure as each party normally provides for its Proprietary Information, provided that each party's obligation shall not apply to information which:

(i) Is known to the receiving party at the time of disclosure by the disclosing party;
(ii) Is now or hereafter in the public domain through no fault of the receiving party;
(iii) Is developed independently by the receiving party; or
(iv) Is generally known and available from third parties without restriction.

INDEMNITY: You agree to indemnify and hold harmless FederalShoppingMall.com Inc., its officers, directors, employees and agents from and against any claims, demands, causes of action and judgments (including reasonable attorneys' fees and court costs) by any third party arising out of any breach by you of this agreement, or arising out of any third party's purchase of your products or services through your Contractor Storefront or otherwise.

LIMITATION OF LIABILITY: UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT OR OTHERWISE, SHALL FEDERALSHOPPINGMALL.COM INC. OR ITS SUPPLIERS OR RESELLERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES. IN NO EVENT WILL FEDERALSHOPPINGMALL.COM INC. BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AMOUNT FEDERALSHOPPINGMALL.COM INC. RECEIVED FROM YOU FOR A SUBSCRIPTION TO THE SUBSCRIPTION SERVICE, EVEN IF FEDERALSHOPPINGMALL.COM INC. SHALL HAVE BEEN INFORMED OF THE POSSIBLILTY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. THIS LIMIATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM FEDERALSHOPPINGMALL.COM INC.'S NEGLIGENCE TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION.

MISCELLANEOUS: This Agreement represents the complete agreement concerning the subscription granted hereunder and may be amended only by a writing executed by both parties. THE ACCEPTANCE OF ANY PURCHASE ORDER PLACED BY YOU FOR THIS SERVICE IS EXPRESSLY MADE CONDITIONAL ON YOUR ASSENT TO THE TERMS SET FORTH HEREIN. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. If the provision cannot be reformed, it shall be deemed omitted, without any effect on the remaining terms of this Agreement. This Agreement shall be governed by Virginia law (except to the extent applicable law, if any, provides otherwise.) The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. No action, regardless of form, arising out of this Agreement may be brought by Licensee more than one year after the cause of action has arisen. In the event of a breach of this agreement by you, FederalShoppingMall.com Inc. shall have the right to recover its reasonable expenses, including attorney's fees. The waiver or failure of FederalShoppingMall.com Inc. to exercise, in any respect, any right provided herein shall not be deemed a waiver of any further right hereunder.

BY CLICKING ON THE "ACCEPT" BUTTON YOU ARE CONSENTING TO BE BOUND BY THIS AGREEMENT.