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Merchant and Access Agreement
                    This Merchant and Access Agreement (the "Agreement") is made as of the effective date stated on the signature page ("Effective Date") by and between SHOP ON MAIN, LLC, a Kentucky limited liability company ("SOM"), and the undersigned customer ("Customer"). This Agreement contains the terms and conditions that govern Customer’s access to and use of the SOM web-based retailer platform (the "SOM Platform").

 1.	Enrollment. To begin the enrollment process and gain access to the SOM Platform, Customer must elect one or more of the services offered by SOM ("Services"). Customer shall accurately and completely answer all questions on all SOM registration forms and applications. Customer will also be required to agree to the SOM Customer Use Policies. 

 2.	Access Rights. SOM hereby grants Customer a non-exclusive, non-transferable, terminable license to access, operate and use the SOM Platform (including the software imbedded therein) residing on the portion of the SOM Website (www.shoponmain.com) dedicated to Customer during the term of this Agreement (collectively, the "Access Rights"). The Access Rights will provide the Customer with the right to market and sell its goods on the SOM Website, including the right to create, alter and remove Customer’s content therein. The Access Rights are for the internal use of the Customer only and may not be assigned, transferred or sublicensed. 

 3.	Service Fee Billing and Payments. In exchange for the Access Rights and the chosen Services, Customer shall pay SOM’s standard fees then in effect, which fee may change from time to time in the discretion of SOM. SOM’s current fee is equal to fifteen percent (15%) of the gross sales price from all sales conducted on the SOM Platform (exclusive of sales, use or other transfer tax). SOM agrees to provide Customer with at least 30 days written notice prior to a change in fees. Customer is responsible for all of Customer’s expenses in connection with this Agreement and its use of the SOM Platform. To use a Service, Customer must provide SOM with valid credit card information from a credit card or credit cards acceptable by SOM ("Customer Credit Card") as well as valid bank account information for a bank account or bank accounts acceptable by SOM (conditions for acceptance may be modified or discontinued by SOM at any time without notice) ("Customer Bank Account"). Customer will use only a name Customer is authorized to use in connection with a Service and will update all of the preceding information as necessary to ensure that it at all times remains accurate, current and complete. Customer authorizes SOM (and will provide SOM documentation evidencing Customer authorization upon our request) to verify Customer information (including any updated information), to obtain credit reports about Customer from time to time, to   obtain credit authorizations from the issuer of Customer Credit Card, and to charge Customer Credit Card or debit Customer Bank Account for any sums payable by Customer to SOM (in reimbursement or otherwise). All payments to Customer will be remitted to Customer Bank Account through a banking network or by other means specified by SOM. For any amounts Customer owes SOM, SOM may (a) charge Customer Credit Card; (b) offset any amounts that are payable by Customer to SOM (in reimbursement or otherwise) against any payments SOM may make to Customer; (c) invoice Customer for amounts due to SOM, in which case Customer will pay the invoiced amounts upon receipt; (d) reverse any credits to Customer Bank Account; or (e) seek such payment or reimbursement from Customer by any other lawful means. Except as provided otherwise, all amounts contemplated in this Agreement will be expressed and displayed in US Dollars, and all payments contemplated by this Agreement will be made in US Dollars. If SOM discovers erroneous or duplicate transactions, then SOM reserves the right to seek reimbursement from Customer by deducting from future payments owed to Customer, charging Customer Credit Card, or seeking such reimbursement from Customer by any other lawful means. 

 IF SOM DETERMINE THAT CUSTOMER ACTIONS OR PERFORMANCE MAY RESULT IN RETURNS, CHARGEBACKS, CLAIMS, DISPUTES, OR OTHER RISKS, THEN SOM MAY IN ITS SOLE DISCRETION WITHHOLD ANY PAYMENTS TO CUSTOMER UNTIL THE COMPLETION OF ANY RELATED INVESTIGATION. IF SOM DETERMINES THAT CUSTOMER ACCOUNT HAS BEEN USED TO ENGAGE IN DECEPTIVE, FRAUDULENT, OR ILLEGAL ACTIVITY, THEN SOM MAY IN ITS SOLE DISCRETION PERMANENTLY WITHHOLD ANY PAYMENTS. 

 As a security measure, SOM may, but is not required to, impose transaction limits on some or all customers and sellers relating to the value of any transaction or disbursement, the cumulative value of all transactions or disbursements during a period of time, or the number of transactions per day or other period of time. SOM will not be liable to Customer: (i) if SOM does not proceed with a transaction or disbursement that would exceed any limit     established by SOM  for a security reason, or (ii) if SOM permits a customer to withdraw from a transaction because an SOM Website or Service is unavailable following the commencement of a transaction. 

 4.	Term and Termination.  The term of this Agreement will start on the date Customer completes registration for or use of a Service and will continue until terminated by SOM or Customer as provided in this Agreement. SOM may terminate or suspend this Agreement or any Service for any reason at any time by notice to Customer. Customer shall pay all fees and other amounts due SOM immediately upon termination. Customer may terminate this Agreement or any Service or the Promotion Site for any reason at any time by the means then specified by SOM. Termination or suspension of a Service will not terminate or suspend any other Service unless explicitly provided. 

 5.	Reservation of Rights.  Customer acknowledges and agrees that SOM retains all right, title and interest in and to SOM’s proprietary information and all intellectual property therein and Customer does not acquire any rights, express or implied, in or to SOM’s proprietary information, except as specifically set forth in this Agreement. All rights not specifically granted to Customer hereunder are reserved to SOM, including, but not limited to, all rights in SOM’s intellectual property and the right to grant similar or same licenses to third parties. Customer agrees that all invention rights and copyrights in or relating to SOM’s proprietary information (and in all copyrightable works relating thereto, whenever created), as well as any improvements, design contributions or derivative work(s) conceived or created by either party in or to the foregoing, are, and will be, the exclusive property of SOM. No person or entity not a party hereto will have any interest herein or be deemed a third party beneficiary hereof, and nothing contained herein will be construed to create any rights enforceable by any other person or third party. 

 6.	License. Customer grants SOM a royalty free, non exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, re format, create derivative works of, and otherwise commercially or non commercially exploit in any manner, any and all of customer materials, and to sublicense the foregoing rights to SOM affiliates; provided, however, that SOM will not alter any of Customer trademarks from the form provided by Customer (except to re size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with Customer removal requests as to specific uses of Customer trademarks (provided Customer is unable to do so using standard functionality made available to Customer via the applicable SOM Website).  Notwithstanding the foregoing, nothing in this Agreement will prevent or impair the right of SOM to use customer materials without Customer consent to the extent that such use is allowable without a license from Customer under applicable law (e.g., fair use under United States copyright law, referential use under trademark law, or a valid license from a third party). 

 7.	Customer Representations. Customer represents and warrants to SOM that: (a) if Customer is a business, Customer is duly organized, validly existing and in good standing under the laws of the state and country in which Customer business is registered and that Customer is registering for the Service(s) within such country; (b) Customer has all requisite right, power and authority to enter into this Agreement, perform Customer obligations, and grant the rights, licenses and authorizations in this Agreement; (c) any information provided or made available by Customer to SOM or its affiliates is at all times accurate and complete; and (d) Customer and all of Customer employees, subcontractors, agents and suppliers will comply with all applicable laws in Customer performance of Customer obligations and exercise of Customer rights under this Agreement. 

 8.	Customer Responsibilities.  During the term of this Agreement, Customer shall (a) be responsible for Customer’s employees compliance with the terms of the Agreement; (b) prevent any unauthorized access or use of the SOM Website, immediately notify SOM of any such unauthorized access or use and cooperate with SOM to promptly remedy and prosecute same; (c) provide and maintain its own Internet access and all necessary telecommunications equipment, software and other materials at its location necessary to access and use the SOM Website; and (d) have sole responsibility for the interoperability of, and connection between, Customer the SOM Website, including the systems, networks and environments necessary to facilitate its operation. 

 9.	Downtime. Customer acknowledges and agrees that from time to time Access Rights may be inaccessible or inoperable for various reasons, including periodic maintenance procedures or upgrades ("Scheduled Downtime"), malfunctions beyond the control of, or not reasonably foreseeable by, SOM or its third party providers (including hosting firms), including acts of God, acts of government, acts of terror, strikes or other labor problems, the interruption or failure of telecommunication or digital transmission links, hostile network attacks or network congestion or other failures (collectively "Downtime"). Customer releases SOM from any and all liability due to Downtime. SOM shall provide at least twenty-four (24) hours advance notice to Customer for any Scheduled Downtime. 

 10.	Indemnification.  Customer releases SOM and agrees to indemnify, defend and hold harmless SOM, its affiliates, and their respective officers, directors, employees, representatives and agents against any claim, loss, damage, settlement, cost, expense or other liability (including, without limitation, attorneys' fees) (each, a "Claim") arising from or related to: (a) Customer actual or alleged breach of any obligations in this Agreement; (b) any act or omission of Customer personnel; or (c) taxes which are the responsibility of Customer. Customer will use counsel reasonably satisfactory to SOM to defend each indemnified Claim. If at any time SOM reasonably determines that any indemnified Claim might adversely affect SOM, SOM may take control of the defense at SOM expense. Customer may not  consent to the entry of any judgment or enter into any settlement of a Claim without SOM prior written consent, which may not be unreasonably withheld. 

 11.	Disclaimer & General Release.  THE SOM WEBSITE AND THE SERVICES, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR PROVIDED IN CONNECTION WITH THE SERVICES, ARE PROVIDED "AS IS." AS A USER OF THE SERVICES, CUSTOMER’S USE THE SOM WEBSITE, THE SERVICES AND THE SOM PLATFORM AT CUSTOMER’S OWN RISK. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, SOM AND ITS AFFILIATES DISCLAIM: (i) ANY REPRESENTATIONS OR WARRANTIES REGARDING THIS AGREEMENT, THE SERVICES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON INFRINGEMENT; (ii) IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE; AND (iii) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE. SOM DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOM WEBSITE, THE SOM PLATFORM, AND THE SERVICES WILL MEET CUSTOMER REQUIREMENTS OR BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, AND SOM WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION OR SETTLEMENT OF ANY TRANSACTIONS. 

 BECAUSE SOM IS NOT INVOLVED IN TRANSACTIONS BETWEEN CUSTOMERS AND ITS CUSTOMERS OR OTHER PARTICIPANT DEALINGS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, EACH PARTICIPANT RELEASES SOM (AND ITS AGENTS AND EMPLOYEES) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. 

 12.	Limitation of Liability.  SOM WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHER THEORY) OR OTHERWISE) TO CUSTOMER OR ANY OTHER PERSON FOR COST OF COVER, RECOVERY OR RECOUPMENT OF ANY INVESTMENT MADE BY CUSTOMER OR CUSTOMER AFFILIATES IN CONNECTION WITH THIS AGREEMENT, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF SOM HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE COSTS OR DAMAGES. FURTHER, THE AGGREGATE LIABILITY OF SOM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED WILL NOT EXCEED AT ANY TIME THE TOTAL AMOUNTS DURING THE PRIOR SIX MONTH PERIOD PAID BY CUSTOMER TO SOM IN CONNECTION WITH THE PARTICULAR SERVICE GIVING RISE TO THE CLAIM. 

 13.	Insurance.  Customer will maintain at Customer expense throughout the term general commercial, umbrella or excess liability insurance in amounts reasonably sufficient, or in such amounts as required by SOM from time to time and naming SOM and its assignees as additional insureds. At SOM’s request, Customer will provide SOM with certificates of insurance evidencing such matters. 

 14.	Tax Matters.  As between the parties, Customer will be responsible for the collection, reporting and payment of any and all of Customer  taxes, including all sales, use, transfer and excise taxes attributable to the Services, Customer’s use of Website, and Customer’s sales on the Website. All fees payable by Customer to SOM under this Agreement or the applicable service terms are exclusive of any applicable taxes, and Customer will be responsible for paying SOM any of Customer taxes imposed on such fees. 

 15.	Confidentiality.  During the term of this Agreement, Customer may receive confidential or proprietary information relating to SOM, including but not limited to SOM information that is not known to the general public ("Confidential Information"). Customer agrees that: (a) all Confidential Information will remain SOM's exclusive property; (b) Customer will use Confidential Information only as is reasonably necessary for Customer participation in the Services; (c) Customer will not otherwise disclose Confidential Information to any other Person; and (d) Customer will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement. Customer may not issue any press release or make any public statement related to the Services, or use the SOM name, trademarks or logo, in any way (including in promotional material) without our advance written permission, or misrepresent or embellish the relationship between SOM and Customer in any way. 

 16.	Force Majeure. SOM will not be liable for any delay or failure to perform any of its obligations under this Agreement by reasons, events or other matters beyond its reasonable control. 

 17.	Relationship of Parties.  Customer and SOM are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. Customer will have no authority to make or accept any offers or representations on SOM’s behalf. This Agreement will not create an exclusive relationship between Customer and SOM. Nothing expressed or mentioned in or implied from this Agreement is intended or will be construed to give to any person other than the parties to this Agreement any legal or equitable right, remedy, or claim under or in respect to this Agreement. As between Customer and SOM, Customer will be solely responsible for all obligations associated with the use of any third party service or feature that Customer  permits SOM to use on Customer behalf, including compliance with any applicable terms of use. SOM will not act as Customer’s agent in connection with resolving any disputes with its customers. 

 18.	Suggestions and Other Information.  If Customer or any of Customer affiliates elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to SOM in connection with or related to the SOM Website, SOM Platform, or Service, SOM will be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing information or materials in any manner without obligation to Customer. In order to cooperate with governmental requests, to protect SOM  systems and customers, or to ensure the integrity and operation of SOM business and systems, SOM may access and disclose any information SOM considers necessary or appropriate, including but not limited to user contact details, IP addresses and traffic information, usage history and posted content. 

 19.	Modification.  SOM may amend any of the terms and conditions contained in this Agreement at any time in its sole discretion. Any changes will be effective upon the posting of such changes on the SOM Website, which Customer is responsible for reviewing and  informing its customers of all applicable changes or notices. Customer should refer regularly to the SOM Website to review the current Agreement. CUSTOMER’S CONTINUED USE OF A SERVICE AFTER SOM'S POSTING OF ANY CHANGES WILL CONSTITUTE CUSTOMER ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS. 

 20.	Password Security.  Any password SOM provides to Customer may be used only during the term and only to access the SOM Website, and to electronically accept and review customer transactions. Customer is solely responsible for maintaining the security of Customer password. Customer may not disclose Customer password to any third party (other than third parties authorized by Customer to use Customer account in accordance with this Agreement) and is solely responsible for any use of or action taken under Customer password. If Customer password is compromised, Customer must immediately change Customer password. 

 21.	Billing Dispute Resolution. In the event Customer in good faith disputes any payment due hereunder, Customer shall notify SOM thereof, in writing. Customer shall include in its notice to SOM (the "Dispute Notice") a detailed explanation of its reasons for disputing the invoice and give SOM an opportunity to respond to such reasons. The parties shall use good faith efforts to resolve the issues set forth in the Dispute Notice in the ten (10) day period subsequent to SOM’s receipt of the Dispute Notice (the "Resolution Period"), which will include escalating such matter to the appropriate finance executives at each party for resolution, as necessary. If the parties are unable to resolve the issues set forth in the Dispute Notice during the Resolution Period, SOM may terminate this Agreement, upon written notice, if Customer fails to timely remit the required payment. 

 22.	Governing Law.  The parties agree that this Agreement shall be governed by the statutes and laws of the Commonwealth of Kentucky, without regard to or application of its conflicts of laws principles. 

 23.	Arbitration.  All non-billing disputes shall be subject to binding arbitration.  The parties shall attempt to resolve any dispute arising under this Agreement through the means described in this section. Each party shall appoint an individual to engage in discussions with the other party for purposes of achieving an amicable resolution within three (3) business days of written notice of the dispute or such extended period as mutually agreed by the parties.  Formal proceedings for the resolution of the dispute may not be commenced until the earlier of: (a) the designated representatives mutually conclude that resolution through negotiation does not appear likely; or (b) ten (10) calendar days have passed since the initial request to negotiate the dispute was made; provided, however, that a party may pursue  recourse as described below earlier solely to avoid the expiration of any applicable limitations period, to preserve a superior position with respect to other creditors, or to apply for interim, injunctive or equitable relief.  If the foregoing escalation procedure is unsuccessful or unavailable for whatever reason, and either party wishes to pursue the dispute further, that party must refer the dispute to binding and confidential arbitration in Louisville, Kentucky under the Commercial Arbitration Rules of the American Arbitration Association ("AAA"), including the AAA's Supplementary Procedures for Consumer Related Disputes. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules. A panel of three arbitrators engaged in the practice of law, who are reasonably knowledgeable about the nature of the subject transactions, will conduct the arbitration under the then current rules of the AAA.  The parties agree that the arbitrators are authorized hereunder to decide and issue interim and injunctive relief and other forms of relief, including but not limited to award of money damages, without any need for judicial enforcement. Each party hereto hereby waives any claim regarding personal jurisdiction, venue and inconvenient forum. 

 24.	Assignment.  Customer may not assign this Agreement, by operation of law or otherwise, without the prior written consent of SOM. Subject to that restriction, this Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns. SOM may assign its rights and obligations hereunder in its discretion. SOM may perform any of its obligations or exercise any of its rights under this Agreement through one or more of affiliates. 

 25. 	Non-Waiver. The failure of SOM to enforce Customer strict performance of any provision of this Agreement will not constitute a waiver of its right to enforce such provision or any other provision of this Agreement subsequently. 

 26.	SOM Rights.  SOM has the right in its sole discretion to determine the content, appearance, design, functionality and all other aspects of the SOM Website, the SOM Platform, and the Services, including by redesigning, modifying, removing, or restricting access thereto. 

 27.	Notices.  SOM will send all notices and other communications regarding this Agreement to Customer at the e mail addresses Customer designated for notifications and updates in Customer program application or within the member portion of the SOM Website, or by any other means then specified by SOM. SOM may also communicate with Customer electronically and in other media, and Customer consents to such communications. Customer may change Customer e mail addresses and certain other information in the member portion of the SOM Website. Customer will ensure that all of Customer information is up to date and accurate at all times. Customer must send all notices and other communications relating to SOM to the individual or team designated on the SOM Website. 

 28.	Severability; Entire Agreement.  If any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these terms and conditions and will not affect the validity and enforceability of any remaining provisions. This Agreement represents the entire agreement between the parties with respect to the Services and related subject matter and supersedes any previous or contemporaneous oral or written agreements and understandings.
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