Traders Network Membership Agreement

Thank you for your interest in 1Point Commerce.

This agreement starts the day you apply for your Traders membership.

BETWEEN:

1POINT COMMERCE LLC, a Delaware company having its registered office at 16192 Coastal Highway, Lewis, Delaware 19958, USA.

("1Point")

AND

(the "Trader")

WHEREAS

A. 1Point has created a global Internet-based commerce network (the "Network") designed to facilitate and enhance international trade and commerce; and

B. The Trader desires to have access to the Network.

NOW THEREFORE THIS AGREEMENT WITNESSETH THAT, the parties hereby covenant, agree, represent and warrant as follows:

1. Traders Membership

Subject to the terms and conditions of this agreement, the Trader hereby applies for and 1Point hereby grants to the "Trader", membership in the Network (the "Traders Membership").

2. Term

The initial duration of the "Trader Membership" shall be for one year.

3. Obligations of 1Point

1Point shall endeavour to maintain and expand the Network so as to maximize the benefit to Traders.

4. Obligations of Traders:

The Trader shall:

4.1 abide by the letter and the spirit of the "Code of Ethics" of 1Point as may be amended from time to time.

4.2 post only accurate true and complete information on The Network and update such information as is necessary in connection with the same from time to time.

4.3 complete the Traders Membership Application Form in a true, complete and accurate manner.

4.4 assist in building the Traders Network worldwide.

4.5 cooperate with 1Point traders in other markets to increase the benefit to all members of The Network.

4.6 promote the 1Point operation to local companies, and

4.7 be able to communicate in English.

5. Indemnity

5.1 The Trader, and every director, officer, shareholder and employee of the Trader shall indemnify and save harmless 1Point and all of 1Point‘s directors, officers, shareholders and affiliates, from any and all losses, damages and costs incurred by 1Point, its directors, officers, shareholders and affiliates resulting out of or in any way in connection with any breach of the Trader‘s obligations hereunder. The indemnity provided by this section 5 shall survive expiration or termination of this agreement.

5.2 The Trader agrees that 1Point shall not be liable for any direct, or indirect damages, resulting from the use or the inability to use the Network or for cost of procurement of substitute goods and services or resulting from any goods or services purchased or obtained or transactions entered into through or from the Network or resulting from unauthorized access to the Network, including but not limited to, damages for loss of profits, or other intangible, even if 1Point has been advised of the possibility of such damages, and

5.3 The Trader further agrees that 1Point shall not be liable for any damages arising from interruption or suspension of service, including but not limited to direct, indirect, incidental, special consequential or exemplary damages, whether such interruption, suspension or termination was justified or not, negligent, inadvertent or intentional.

6. Termination

1Point may terminate this agreement immediately without notice. The Trader may terminate this agreement upon THIRTY DAYS (30) written notice to 1Point. In the event of such termination, no fees paid to date will be refunded by 1Point to the Trader. In the event of a breach by the Trader, 1Point may, without notice, immediately terminate this agreement.

7. Ownership of Intellectual Property

The Trader acknowledges that the Network, and all trademarks in connection therewith, uses, applications and intellectual property, books, manuals, documents and all other tangible or intellectual property in connection therewith is solely owned by or on behalf of 1Point and nothing in this Agreement shall in any way give or be deemed to give to the Trader any interest therein except for the right to make use of the Network on the terms and conditions set out in this agreement.

8. Miscellaneous

8.1 This agreement shall be construed in accordance with the laws of the State of Delaware, USA. The parties agree that all disputes arising out of or in connection with this agreement, or in respect of any defined legal relationship associated therewith derived therefrom, shall be referred to and resolved by arbitration of the rules of the State of Delaware International Commercial Arbitration Centre.

8.2 Any notice shall be sufficiently given if delivered to the address of the parties first above written.

8.3 Time is of the essence of this agreement.

8.4 This agreement may not be assigned in whole or in part by the Trader. For the purposes of this subsection, a change of control of the Trader shall be deemed to be an assignment.

IN WITNESS WHEREOF the parties hereto have duly and properly executed this Agreement as of the date first above written.

1POINT COMMERCE LLC.

I Agree