Channel Spyder is internet based software that was developed to increase efficiency and scalability in the operation of an online retail sales business using Channel Sales and Drop Ship Warehouses. It allows access to proprietary software information as well as confidential customer and online order information. The agreement and terms set forth below should be read carefully before you agree to use Channel Spyder software. This document contains detailed Master Software License and Service Agreement terms as agreed upon by your organization. You are required to accept these terms in order to use Channel Spyder software. In addition, under separate copy, the organization for which you work will agree to the terms of this Agreement as well as execute exhibit(s) defining the contractual arrangement between your organization and Channel Spyder.

In Summary:

1. Your use is subject to the terms and conditions of the Master License and Service Agreement between Channel Spyder and your organization.
2. You agree to maintain all information in secrecy and confidentiality.
3. You agree to use the Channel Spyder system only for purposes associated with your organization and not for any other purpose.
4. You agree to never disclose any aspect of the Channel Spyder system nor copy any screens, content, etc.
5. You agree that your use (and possibly your organizations use) of the Channel Spyder system will be terminated for any violation of the above.

Specifically:

BEFORE USING THE SOFTWARE AND WEB SERVICES, YOU MUST FIRST READ AND AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT BY CLICKING THE "I ACCEPT" BUTTON OR SIGNING IN THE SPACES PROVIDED BELOW. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, YOU MAY NOT USE THE SOFTWARE AND/OR WEB SERVICES.

SPYDER SOFTWARE LICENSE AND SERVICE AGREEMENT

This Online User License and Service Agreement (hereinafter "Agreement") is made and entered into by and between Channel Spyder, Inc a Nevada Corporation (hereinafter "SPYDER"), you're your organization (hereinafter "SELLER"), and you (hereinafter "USER") for the license and use of SPYDER's web-based software. The terms and conditions of this Agreement shall apply to all transactions between SELLER and SPYDER. SELLER and SPYDER are each sometimes referred to herein as a "Party" and collectively as the "Parties."

Section 1 "“ Overview

1.1 USER vs SELLER

For purposes of this On-Line User License Agreement, all references to SELLER in this Agreement apply to your Organization as well as you the USER. With the exception of Section 3, you are agreeing that all references to SELLER or USER apply to you.

1.2 General

This Agreement states the terms and conditions by which SPYDER will provide and SELLER will receive and pay for SPYDER web-based software and associated services.

1.3 Definitions

All definitions are considered interchangeable with the past tense, present tense, plural, singular, or other forms of the same word.

• "Customer" or "Buyer" means anyone purchasing or receiving products or services from SELLER. For clarification, "Customer" does NOT refer to any parties to this Agreement.
• "Sales Channel" means any electronic method where SELLER receives orders for products. Sales Channels include, but are not limited to, eBay.com, Amazon.com, ShipStation.com, and/or SELLER's personal website shopping cart(s)
• "Store" means an individual seller account operated by SELLER within a Sales Channel. Example, SELLER may have more than one Store, aka Seller ID, selling on eBay Sales Channel.
• "Catalog Provider" means intermediary acting between SELLER and Sales Channel by providing services including, but not limited to, product data, listing images, inventory updates, etc. Catalog Providers may include, but are not limited to, WHI, Epicor, DCI, and others.
• "Warehouse" or "Supplier" means any location product is shipped from, including but not limited to, product suppliers of any kind, warehouse distributors (WDs), drop ship warehouses, fulfillment warehouses, SELLER's brick and mortar location, office or personal product warehouse.
• "Order" means any transaction between SELLER and their Buyer or Customer.
• "Reporting" means any sales and expense numbers or calculations reported and displayed to SELLER through the SPYDER Software.
• "Vending" means the process of collecting order details from a Sales Channel and transmitting it to one or more Warehouses.
• "Inventory" means the process of collecting a price & quantity available file from a Warehouse and sending a file either directly to a Sales Channel or to a Catalog Provider for transmission to the Sales Channel.
• "Service" means the services provided by SPYDER as described both in this Agreement, including the attachments and exhibits hereto, including, without limitation, the electronic access to and storage of SELLER's Customer transaction records and sales data, and the electronic integration with SELLER authorized Sales Channels systems and functions, and the electronic integration with SELLER authorized Catalog Provider systems and functions, and the electronic integration with SELLER authorized Warehouse systems and functions, along with electronic access to SPYDER's software and tools to allow SELLER to operate various functions of their online retail sales business.
• "Software" means the SPYDER business software or any other software accessible to SELLER and provided by SPYDER or distributed by SPYDER and its authorized distributors and resellers and used by SELLER in accordance with the terms of this Agreement. It includes all features of the software, including but not limited to the Order Reports & Charts, Order Vending, Inventory Management & Update Scheduler, Automation Tools, Order & Product Analytics Tools, User Management, other associated modules, and the integrations with Warehouses and Sales Channels.
• "Derivative Work" means a revision, modification, translation, abridgment, condensation or expansion of a work or a portion thereof, not to include any Customer Data or Third Party Data, in which the work may be recast, transformed or adapted in accordance with the license grants herein, which, if prepared without the consent of the owner of the copyright therein, would be a copyright infringement as interpreted applying application laws and regulations.
• "SPYDER Technology" means the Software, operating platform, SPYDER Web Site, and other technology used to access, retrieve, and republish, with full security and authorization features, Customer Data or SELLER's Business Data, including, but not limited to, user interfaces, SPYDER Data Storage Facilities, website infrastructure technology, SPYDER content, documentation, and associated designs and product plans and all other technology necessary for SPYDER to provide the Services.
• "Customer Data" means the electronic Customer transaction data collected by SPYDER via SELLER authorized Sales Channels, Catalog Providers and associated information (Name, Address, Phone Number, Email Address, and Buyer ID) that may be stored by the SPYDER Software.
• "Commencement Date" means the date SELLER activates their account and the first Order is transmitted to SPYDER Software.
• "User" means anyone with access to the software either through use of their own login credentials or another users login credentials.
• References to the "Organization" means the parent organization signing the master written copy of this Agreement.

Section 2 "“ Agreement Terms

2.1 Initial Term

The Initial Term of this Agreement shall begin on the Commencement Date, and shall continue for thirty (30) days thereafter.

2.2 Renewal Term(s)

Following the Initial Term and any Renewal Term, this Agreement will be automatically renewed at the same pricing and other terms as set forth herein for additional thirty (30) day term(s), unless either party shall have given written notice (a "Non-Renewal Notice") to the other party not later than fifteen (15) days prior to the end of the Initial Term, or thirty (30) days prior to any subsequent Renewal Term, as the case may be, of such party's intention not to renew this Agreement.

2.3 Gross Sales or Total Sales

Gross Sales pursuant to this Agreement and for which SPYDER is entitled to fees pursuant to Exhibit "B" Pricing, executed by the Organization, are determined exclusively by the numbers reported in the Reporting section of SPYDER software.

Section 3 "“ Payment Terms and Fees

3.1 Fees

SELLER shall pay all fees due according to the prices and terms set forth on Exhibit "B" Pricing, executed by the Organization, to this Agreement and in accordance with Section 3.3 below.

3.2 Credit Account

SELLER agrees to maintain a valid credit account with complete information for billing entered into the software during the term of this Agreement.

Section 4 "“ Intellectual Property and License

4.1 Nondisclosure of Confidential Information

Each party acknowledges that it may have access to certain confidential information of the other party concerning the other party's business, plans, customers, technology, and products.

4.3 Grant of License

SPYDER hereby grants, and SELLER hereby accepts, a nontransferable, non-exclusive, worldwide license to use the SPYDER Software during the term of this Agreement.

Section 5 "“ SPYDER Representations and Warranties

5.1 Authority of SPYDER

SPYDER represents and warrants that it has the legal right to enter into this Agreement and perform its obligations hereunder.

5.5 Limitation of Liability

Under no circumstances and under no legal theory shall SPYDER be liable to seller or any other person for any special, incidental, or consequential damages of any kind.

Section 6 "“ SELLER Representations and Warranties

6.1 Seller Warranty

SELLER represents and warrants that the performance of its obligations and use of the Service by SELLER and SELLER's authorized Users, will not violate any applicable laws or regulations.

6.3 SELLER's Responsibilities

SELLER shall be exclusively responsible for the supervision, management, and control of SELLER's use of the Software.

Section 7 "“ Termination

7.1 Termination for Cause

Either party may terminate this Agreement if the other party breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days.

7.2 Termination without Cause

SELLER or SPYDER may terminate this Agreement without cause at any time during the Term of this Agreement by giving the other party fifteen (15) days prior written notice.

Section 8 "“ Data Provisions

8.1 Ownership of the Data

All unique "Customer Data" received by SPYDER is the property of the SELLER. This includes Customer Names, Addresses, Phone Numbers, and eMail addresses.

8.5 Secondary Data Source

The SPYDER service is a tool for collection and presentation of data collected from third party sources. All data hosted on the SPYDER Service is considered a secondary source of information.

Section 9 "“ Miscellaneous

9.1 Force Majeure

Neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control.

9.14 Governing Law and Venue

All questions with respect to the construction of this Agreement and the rights and liabilities of the Parties hereunder shall be governed by the internal laws of the State of California.

END OF AGREEMENT