1.0 ACKNOWLEDGMENT AND ACCEPTANCE OF AGREEMENT

1.1 ShopByState owned and operated by StateProducts.com LLC is provided to you ("you" or "Applicant") under the terms and conditions of this ShopByState Agreement (the "Agreement").

1.2 BY COMPLETING THE REGISTRATION SIGN-UP FORM AND CLICKING THE "I ACCEPT" BUTTON, YOU REPRESENT AND WARRANT THAT YOU ARE 18 YEARS OF AGE OR OLDER, THAT YOU AGREE TO PROVIDE TRUE AND ACCURATE INFORMATION AS PROMPTED BY THE REGISTRATION FORM, AND THAT YOU AGREE TO BE BOUND BY THIS AGREEMENT.

1.3 ShopByState reserves the right, in its sole discretion, to change, modify, add or remove all or part of the Agreement at any time with or without notice. Please refer back to this Agreement often.

2.0 DESCRIPTION OF SHOPBYSTATE SERVICE

2.1 ShopByState offers a fee-based service that allows you to pay for enhanced exposure and consideration of your web site for possible inclusion in ShopByState's directory of web sites (the "Directory"). Inclusion in the Directory is not guaranteed. Subject to the terms below, and in ShopByState’s sole discretion, if your web site is accepted for inclusion in the Directory through ShopByState on or after January 1, 2005, then your web site's continued inclusion in the Directory will be subject to an additional review each year. You may choose to submit your site for consideration through ShopByState’s Merchant Sign-up process for a free listing. Due to the number of free sign-ups received, ShopByState cannot guarantee a response within a particular time period. By submitting your listing as a paid listing, ShopByState’s directory team will review your site for compliance with the minimum site criteria (see section 3 below) and respond to your request for inclusion in the Directory on an expedited basis.

In consideration of your payment and participation in ShopByState in accordance with this Agreement, ShopByState agrees that its directory team will review you site for possible inclusion in the Directory, and respond to you within ten (10) days from the date that you submit your site for consideration (excluding holiday periods observed by ShopByState and any delays due to problems processing your request). Response times are measured on ShopByState’s mail servers.

2.2 In order for ShopByState to consider your site for inclusion in the Directory, you must submit a valid credit card number as part of the registration form. You agree that your credit card will be charged the then current, applicable NON-REFUNDABLE fee for your paid plan and expedited review and response. If your site is included, you agree that each pay period that you select, your site will be subject to an additional review for minimum site criteria and your credit card will be charged the then-current fee for the pay period and plan selected. ShopByState reserves the right to remove your site from the Directory listing for any reason, in our sole discretion, including but not limited to failure to meet the minimum criteria in section 3.0 below.

2.3 The current fee for ShopByState paid Directory listings is listed on our Pricing Plans page and is a NON-REFUNDABLE fee. Your payment only guarantees that ShopByState will consider and respond to your request within ten business days, by either accepting or not accepting your site. You expressly agree to pay to ShopByState such fee whether or not your site is accepted or denied inclusion. IT IS THE APPLICANT'S RESPONSBILITY TO KEEP CREDIT CARD INFORMATION CURRENT.

2.4 NOTHING IN THIS AGREEMENT OBLIGATES SHOPBYSTATE TO LIST, LINK TO, ACCEPT OR OTHERWISE HOST YOUR SITE ANYWHERE ON SHOPBYSTATE OR IN THE DIRECTORY. IN ADDITION, IF YOUR SITE IS ACCEPTED, NOTHING IN THIS AGREEMENT OBLIGATES SHOPBYSTATE TO PLACE YOUR SITE WITHIN A SPECIFIC CATEGORY OF THE DIRECTORY, OR TO PROVIDE ANY COMMENTS OR ANNOTATIONS WITH THE LISTING OF YOUR SITE.

2.5 YOUR REPRESENTATIONS REGARDING YOUR SITE

You represent and warrant that the site you are submitting for consideration does not and will not infringe the rights of any third party, including without limitation any Intellectual Property Rights, rights of publicity, rights of personality, rights of privacy, rights to payment of royalties, or any other rights of third parties not specifically identified in this Section. Further, you warrant and represent that all aspects of the site submitted for consideration comply with all applicable laws and regulations.

3.0 MINIMUM SITE CRITERIA

3.1 All web sites submitted to ShopByState must meet the following minimum criteria:

• Site submitted must have products available within the categories and state selected
• Site should be unique to respective state for products offered
• If the site is a commercial web site, the official business name must be visible to any visitor to that site;
• The site must clearly define its purpose, products, and/or services;
• The site may not appear in the Directory under a different URL;
• If the site is applicable to a specific geographic region, the address must be visible to any visitor to that site;
• All links on the site must function properly;
• The site must be in the English language (or have an English version available);
• The site must support multiple browsers and capabilities (e.g., no Java-only sites);

THESE CRITERIA ARE MINIMUM REQUIREMENTS ONLY, AND SHOPBYSTATE, IN ITS SOLE DISCRETION, MAY CONSIDER OTHER CRITERIA BEFORE ACCEPTING, REJECTING OR REMOVING A SITE.

4.0 SELECTION AND LISTING OF SITES

4.1 ShopByState reserves the right to decide whether, where, and how a site is listed in the Directory.

4.2 ShopByState reserves the right, in its sole discretion, to remove your site from the Directory, move the listing to a different category, and change or remove any keywords, comments, or annotations at any time, for any reason, including but not limited to, a change in the nature, business, goods, or services or content available on the site. Please note: ShopByState does not accept listings for online gambling sites and prescription drug sites. Online gambling sites are those that have gambling as their central theme, including those that accept wagers or require payment in exchange for the chance to win prizes, as well as sites that offer both information and links related primarily to the promotion of online gambling. Prescription drug sites are those that sell prescription drug products, as well as sites that offer information or links related primarily to the sale of prescription drugs.

5.0 FEEDBACK

5.1 ShopByState will contact Applicant by email describing whether the site has been accepted or rejected. If the site is rejected, Applicant is entitled to request one reconsideration, or appeal, of the site at no additional charge by sending an email to the address provided by ShopByState. ShopByState must receive the Applicant's email within thirty days from the date that ShopByState transmits the rejection email to the Applicant. If the request is timely received, ShopByState will again review the Applicant's site and will then notify Applicant of its final decision regarding including the site in the Directory. If ShopByState reaffirms its denial of the site, no further appeals or submissions will be considered.

5.2 If ShopByState accepts a suggested site, Applicant is entitled to request one reconsideration of the placement of the site, comment fields, title, etc, at no additional charge by sending an email to the address provided by ShopByState. ShopByState must receive the Applicant's email within thirty days from the date that ShopByState transmits the acceptance email to the Applicant. If a timely request is received, ShopByState will again review the Applicant's site and will then notify Applicant of its final decision regarding the site. Once a site is included in the Directory, if Applicant makes any substantial changes to the site, Applicant must comply with ShopByState's standard change process form to make any changes to the listing in the Directory.

6.0 TERMINATION

6.1 If you wish to terminate participation in the ShopByState Directory, you must send a notice to ShopByState as set forth in Section 11,"Notices,"below. Please state that you wish to terminate your site's inclusion in the ShopByState Directory and from ShopByState. To avoid your credit card being billed for the Recurring Fee, requests for termination must be received by ShopByState at least five (5) business days before the end of the next pay period that you intend to be your last period of participation. Once ShopByState receives such notification from you, your participation in ShopByState will cease and your listing will be removed at the end of the plan period selected. If you request that your listing be removed before the pay period for which you have pre-paid the listing fee, you agree that ShopByState will not be required to refund any portion of such fee.

7.0 APPLICANT PRIVACY

7.1 ShopByState maintains information about Applicant on ShopByState servers, including but not limited to Applicant's registration information. Applicant agrees that ShopByState may use such information in aggregate form for marketing or other promotional purposes. Applicant agrees that ShopByState may disclose such information in the good faith belief that such action is reasonably necessary: (a) to comply with the law or legal process; (b) to enforce this Agreement; or (c) to protect the rights or interests of ShopByState or others; provided, however, that nothing in this section shall impose a duty on ShopByState to make any such disclosures.

7.2 ShopByState may contact Applicant regarding ShopByState using the Applicant's email address provided during the registration process (or as updated by Applicant). Such email messages may contain opportunities regarding special offers and new products from ShopByState's advertisers.

8.0 INDEMNITY

Applicant agrees to indemnify, defend and hold harmless ShopByState, and its parents, subsidiaries, affiliates, officers, directors, shareholders, employees and agents, for all losses and costs related to any claim or demand, including reasonable attorney's fees, made by any third party due to or arising out of Applicant's use of or listing in the Service, the acceptance or rejection of Applicant's suggested site, any alleged violation of this Agreement, or any alleged violation of any rights of others. ShopByState reserves the right, at its own expense, to assume the sole and exclusive defense and control of any matter subject to indemnification by Applicant, which shall not excuse Applicant's indemnity obligations.

9.0 DISCLAIMER OF WARRANTIES AND LIABILITIES

9.1 THE SERVICE IS PROVIDED ON AN"AS IS"AND"AS AVAILABLE"BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER THIS AGREEMENT NOR ANY DOCUMENTATION FURNISHED UNDER IT IS INTENDED TO EXPRESS OR IMPLY ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO SOME OF THESE EXCLUSIONS MAY NOT APPLY TO YOU.

9.2 SHOPBYSTATE, AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS, SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES OR LEGAL OR EQUITABLE THEORIES WHATSOEVER, FOR ANY LOSS OF BUSINESS, PROFITS OR GOODWILL, LOSS OF USE OR DATA, INTERRUPTION OF BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, EVEN IF SHOPBYSTATE IS AWARE OF THE RISK OF SUCH DAMAGES, THAT RESULT IN ANY WAY FROM APPLICANT'S USE OF OR INABILITY TO USE THIS SERVICE, SHOPBYSTATE'S ACCEPTANCE OR REJECTION OF A SUGGESTED SITE, OR SHOPBYSTATE'S CONTINUED LISTING OF A SITE IN THE DIRECTORY.

9.3 SHOPBYSTATE’S LIABILITY TO APPLICANT SHALL NOT, FOR ANY REASON, EXCEED THE AMOUNT ACTUALLY PAID BY APPLICANT TO SHOPBYSTATE UNDER THIS AGREEMENT.

10.0 FORCE MAJEURE

10.1 ShopByState is not liable for any delay or failure in performance under the Agreement resulting directly or indirectly from acts of God, terrorism, or other causes beyond its reasonable control.

11.0 NOTICES

11.1 Any notices or communications under the Agreement shall be by electronic mail or in writing and shall be deemed delivered upon receipt to the party to whom such communication is directed, at the addresses specified below. If to ShopByState, such notices shall be addressed to: customercare @shopbystate.comor to ShopByState, 1704 East Blvd, Suite 200, Charlotte, NC 28203. If to Applicant, such notices shall be addressed to the electronic or mailing address specified in Applicant's Service registration form, or such other address as either party may give the other by notice as provided in this Section. It is the Applicant's responsibility to provide an accurate address and to ensure that ShopByState is notified of any changes to Applicant's address as specified in this Section.

12.0 ENTIRE AGREEMENT

12.1 This Agreement constitutes the entire agreement between the parties with respect to the Service and supersedes all previous or contemporaneous proposals, both oral and written, representations, writings and all other communications between the parties with respect to such subject matter, excluding the ShopByState Terms of Service and the ShopByState Privacy Policy.

13.0 GENERAL

13.1 The Agreement and the relationship between Applicant and ShopByState are governed by the laws of the state of North Carolina, without regard to that state's conflict of laws rules. Applicant and ShopByState hereby submit to the personal and exclusive jurisdiction of the Superior Court of the State of North Carolina for the County of Mecklenburg for the resolution of disputes arising from or in connection with this Agreement. ShopByState's failure to exercise or to enforce any right or provision of the Agreement will not constitute a waiver of such right or provision. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties'intentions as reflected in the provision and in the Agreement, without statutory presumptions against the drafter, and they agree that all other provisions of the Agreement will remain in full force and effect. The parties expressly agree that the United Nations Convention for the International Sale of Goods does not apply to this Agreement. Applicant agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the Service or to the Agreement must be filed in the Superior Court of the State of California for the County of Santa Clara or the United States District Court for the Northern District of California within one (1) calendar year after such claim or cause of action arose or be forever barred.

13.2 The section titles in the Agreement are for convenience only and have no legal or contractual effect.