1.1 TIAS will allow Merchant the use of its online forms to build or set up and store Merchant's web pages, accessible as part of the TIAS Mall. Merchant shall retain ownership of all content, graphics and other copyrightable material, and all related copyright and other intellectual property rights, that Merchant provides to TIAS specifically for purposes of TIAS’s use in the creation, building or set up of Merchant’s web page(s). TIAS will retain ownership of all other content, graphics and other copyrightable material, and all related copyright and other intellectual property rights, that it uses in the creation, building or set up of Merchant’s web page(s). TIAS hereby grants to Merchant, subject to the terms and conditions of this Agreement, a license to use the content, graphics and other copyrightable materials owned by TIAS in connection with Merchant’s web pages at the Site.

1.2 TIAS shall have the right, but not the obligation, to review all content and reject or remove any content which it, in its sole discretion, deems offensive, unlawful, or inappropriate, does not think consistent with technical standards, or about which it has received any complaint. TIAS shall have no obligation to notify Merchant of its removal of any content. TIAS shall have no liability to Merchant solely by reason of its removal of any content.

1.3 TIAS will receive and store information received from Merchant's customers who access Merchant's pages, wish to place an order with Merchant, or otherwise contact Merchant ("online order message"). Upon receipt of an online order message, TIAS or an agent acting on behalf of TIAS will promptly notify Merchant of order. TIAS shall have no obligation to store any online order message or to transmit any online order message more than once. Merchant must have a browser with SSL capability in order to retrieve the message.

1.4 Once each day, TIAS will send Merchant an e-mail report detailing the number of times its page(s) has (have) been accessed that day and any other information which TIAS may decide to provide.

2. MERCHANT'S RESPONSIBILITIES

2.1 Merchant will be responsible for creating, editing, updating and otherwise managing the content on its web pages.

2.2 Merchant hereby grants to TIAS a non-exclusive, worldwide, royalty-free license to use, store, market, license, distribute, transmit, and display Merchant's web pages on the Site and all related sites established by TIAS.

2.3 Merchant will be solely responsible for (a) retrieving, processing and filling all orders for goods and services described, pictured, offered or provided through Merchant’s web pages or ordered by means of the TIAS shopping cart system. This also includes all e-mail, telephone and mail order for goods and services described, picture, offered or provided through Merchant's web pages and (b) satisfying all product warranty and similar claims that may be made with respect to any such goods and services.

2.4 Merchant will respond promptly and professionally to all questions, comments, complaints and other reasonable requests regarding its web pages or the goods and services offered through them. If TIAS requests, Merchant will cooperate and assist TIAS in promptly answering such inquiries. If Merchant fails to respond in a manner that TIAS considers to be timely, &groupKennelName may assess additional service fees to cover the cost addressing these inquiries. Merchant shall establish and maintain a return policy that permits its customers to return, for full refund, any goods ordered through Merchant’s web pages at any time and for any reason during a period of not less than seven (7) days after the customer’s receipt of such goods.

2.5 Merchant will be solely responsible and liable for collection and payment of any or all taxes, including, but not limited to, sales and use taxes, duties and similar charges, relating to the sale of goods and services through its web pages.

2.6 Merchant shall indemnify, defend and hold harmless TIAS and each of its officers, directors, employees and agents from and against all product warranty and similar claims that may be made with respect to any such goods and services and all claims arising from or relating to Merchant’s retrieval, processing and filling of all such orders for goods and services.

2.7 Merchant shall not use any information obtained from its web page(s), whether such information is provided by TIAS under this Agreement or otherwise obtained, for any purposes that would violate any present or future law, rule or regulation or in any manner that would infringe or violate any person’s rights or privacy or any similar right.

2.8 Merchant will not provide a third party with "space" on its web pages for the display of any third-party advertising or similar information. Doing so will cause Merchant to be in breach of this Agreement, and TIAS will have the right to close Merchant's shop without notice.

2.9 Provide only fine art/antiques in their online catalog. Reproductions, collectables, and pornographic material are not permitted in the system

2.10 Assume responsibility for basic operation of their computer and establishment of an internet connection with a local ISP.

2.11 Provide payment by the 1st of the billing month. If payment occurs after the 10^th of the month, client agrees to pay a $25 late fee. Client agrees that if accounts are not settled by the end of the billing month, their web hosting service will be suspended and an additional $25 fee will be levied.

2.12 All disputes concerning the determination of any amounts payable under this Agreement shall be subject to expedited arbitration outside of the American Arbitration Association ("AAA") before an attorney or expert who is knowledge-able and experienced in matters similar to the transactions contemplated in this Agreement and who is selected by mutual agreement of the parties. A party shall commence arbitration by delivering written notice to the other party. If the parties fail to agree on an attorney or expert as arbitrator within thirty (30) days after the date on which the notice of commencement of arbitration is delivered, arbitration shall be by the AAA, subject to the rules of the AAA then in effect. Judgment upon the award rendered in any arbitration may be entered in any court having jurisdiction of the matter.

2.13 Late payments if card is declined - Clients will be notified if there are any problems. If payment is not received within 10 days after the due date, your site will be deactivated until payment arrangements have been made and a reactivation fee of $25 is paid.

3. Representations and Warranties

3.1 Authority. Merchant represents and warrants to TIAS that (i) it has all necessary rights and authority to enter into this Agreement and to perform its obligations under this Agreement, and (ii) nothing contained in this Agreement nor Merchant’s performance of any of its obligations under this Agreement will place Merchant in breach of any other contract or obligation.

3.2 No Infringement. Merchant represents and warrants to TIAS that the provision and use of any content, graphics and other materials provided by Merchant for use in the creation, building, set up or operation of Merchant’s web pages (including any third party advertising or content) for the Site will not (a) in any way infringe or otherwise violate any copyright, patent, trademark, trade secret or other proprietary or personal right of any third party, including any customer, or (b) violate any criminal or civil law, rule or regulation.

3.3 Operation of Software. Merchant represents and warrants to TIAS that all of the content, graphics and other materials provided by Merchant for use in the creation, building, set up or operation of Merchant’s web pages (including content) for the Site is free, and will be free of all viruses, Trojan horses, time bombs or other disabling device. Merchant also represents and warrants to TIAS that any graphics provided by Merchant for use in the creation, building, set up or operation of Merchant's web pages for the Site is free, and will be free, of all copyright restrictions.

4. Limitations on Liability, Disclaimers, Indemnification

5.1 No Consequential Damages.  NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES OR FOR ANY LOST OR IMPUTED PROFITS AS A RESULT OF ANY ACT OR OMISSION UNDER THIS AGREEMENT OR OF THE TERMINATION OF THIS AGREEMENT, WHETHER FOR BREACH OF WARRANTY OR OTHERWISE, WHETHER LIABILITY IS ASSERTED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE AND STRICT PRODUCT LIABILITY) AND IRRESPECTIVE OF WHETHER THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. EACH PARTY HEREBY WAIVES ANY CLAIMS THAT THESE EXCLUSIONS DEPRIVE SUCH PARTY OF AN ADEQUATE REMEDY.

5.2 No Additional Warranties.  EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT. NEITHER PARTY MAKES ANY, AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SITE OR MERCHANT'S WEB PAGES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

MERCHANT ACKNOWLEDGES AND AGREES THAT (A) TIAS MAY ENCOUNTER TECHNICAL OR OTHER DIFFICULTIES WHICH MAY HINDER ITS PERFORMANCE OF SERVICES UNDER THIS AGREEMENT OR RESULT IN THE INTERRUPTION OF THE OPERATION OF THE SITE, (B) TIAS MAKES NO REPRESENTATION OR WARRANTY THAT MERCHANT’S USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE OR AS TO THE RESULTS THAT WILL BE OBTAINED FROM MERCHANT’S USE OF THE SITE, AND (C) TIAS DOES NOT AND CANNOT GUARANTY THE SECURITY OF ANY TRANSMISSIONS TO OR FROM MERCHANT OR ANY OF ITS CUSTOMERS.

5.3 Indemnity. Merchant shall defend, indemnify, save and hold harmless TIAS and each of its officers, directors, employees, agents, affiliates, distributors and franchisees from any and all third party claims, demands, liabilities, costs and expenses (including, but not limited to, reasonable attorneys' fees incurred in investigating, defedning and settling any such claim) resulting from Merchant’s breach of or failure to perform any of its obligations under this Agreement or from the inaccuracy of any representation or warranty provided by Merchant under this Agreement.

5.4 Claims. Upon the assertion of any claim or the commencement of any suit or proceeding against TIAS by a third party for which TIAS may seek indemnification from Merchant under this Agreement, TIAS shall promptly notify Merchant of such claim and shall give Merchant reasonable opportunity to defend and/or settle the claim at its own expense and with counsel of its own selection. Any delay by TIAS in notifying Merchant of such claim shall not limit in any way Merchant’s indemnification obligation unless such delay materially and adversely prejudice Merchant's ability to defend against such claim. TIAS shall (i) cooperate with Merchant in the defense of any claim, (ii) at all times have the right fully to participate in such defense of the claim at its own expense, and (iii) not be obligated, against its consent, to participate in any settlement which it reasonably believes would have an adverse effect on its business or property rights. TIAS shall not settle any claim for which its seeks indemnification from Merchant without the prior written consent of Merchant, which consent shall not be unreasonably withheld.

6. Independent Contractors.

6.1  Independent Contractors. Performance by the parties under this Agreement shall be as independent contractors. Nothing contained in this Agreement or done in pursuance of this Agreement shall constitute the parties' entering upon a joint venture or partner-ship, or shall constitute either party the agent for the other party for any purpose or in any sense whatsoever, or to create any fiduciary or any other extra obligations.

7. Term and Termination

7.1 Month to Month Agreement. This is a month to month Agreement which either party may terminate at any time, for any reason, on thirty (30) days prior written notice to the other party.

7.2 Late Payments. TIAS may, without prior notice to Merchant, terminate this Agreement and remove Merchant's web page(s) from the Site if Merchant has not paid any amount due and payable under this Agreement within thirty (30) days after the date on which such amount was first due and payable.

7.3 Effect of Termination. The termination of this Agreement by either party shall not constitute or be deemed to constitute the waiver or release by such party of any right or claim such party may have against the other party by reason of actions or omissions occurring on or before the effective date of termination. TIAS may, at any time within thirty (30) days after the date of termination, charge Merchant’s credit card for any amounts described in Section 3 above. Merchant shall pay to TIAS all amounts described in Section 3 above and payable for the period through the date of termination within thirty (30) days after the date of termination of this Agreement.

7.4 Survival. The rights and obligations of each party under Sections and hereof will survive the expiration or any termination of this Agreement.

8. General Provisions

8.1 Notices. Any notice required to be sent by either party under this Agreement may be sent by personal delivery, by registered or certified mail, postage pre-paid, or by email, facsimile or other form of electronic transmission, to the respective addresses or facsimile numbers of the parties, or to such other address which may hereinafter be designated in writing. Any notice shall be deemed to have been delivered when served, if personally served, three (3) business days after mailing, if mailed, and one (1) business day after transmission, if sent by email, facsimile or other form of electronic transmission.

8.2 Force Majuere. Neither party shall be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, riots, acts of government, shortage of materials or supplies, or any other cause beyond the reasonable control of such party; provided, that the party interfered gives the other party written notice thereof within ten (10) working days of any such event or occurrence.

8.3 No Waiver. The failure of either party to insist upon or enforce strict performance by the other Party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such Party's right to assert or rely upon any such provision or right in that or any other instance; rather the same shall be and remain in full force and effect.

8.4 Entire Agreement. This Agreement is the entire agreement, and replaces any and all prior agreements of the parties for the services covered here. No change, amendment or modification of any provision of this Agreement shall be valid unless in writing signed by both parties.

8.5 Severability. In the event that any provision of this Agreement conflicts with the law under which this Agreement is to be construed or if any such provision is held invalid by a court with jurisdiction over the parties to this Agreement, such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law, and the remainder of this Agreement shall remain in full force and effect.

8.6 Interpretation. Each party to this Agreement has been represented by independent legal counsel. Therefore, the normal rule of construction that an agreement shall be interpreted against the drafting party shall not apply. All pronouns and any variation thereof shall be deemed to refer to the masculine, feminine, or neuter and to the singular or plural as the identity of the person or persons may require for property interpretation of this Agreement.

8.7 Applicable Law; Jurisdiction. This Agreement shall be interpreted, construed and enforced in all respects in accordance with the laws of the State of Delaware except for its conflicts of laws principles. Each party irrevocably consents to the exclusive jurisdiction of the courts of the State of Delaware and the federal courts situated in the State of Delaware, in connection with any action to enforce the provisions of this Agreement, to recover damages or other relief for breach or default under this Agreement, or otherwise arising under or by reason of this Agreement.