This Merchant Agreement (hereinafter the "Agreement") is made by and agreed to between Genealogy Today, LLC ("GTM"), a New Jersey limited liability corporation, and you ("You") for the purpose of utilizing "Marketing Programs" managed through Genealogy Today Web site features ("Merchant Console") via the Internet. A "Marketing Program" (or "Program") is where a person, entity or its agent operating one or more "Web site(s)" and/or subscription e-mail list(s) ("Publisher") may earn financial compensation ("Payouts") for "Transactions" (sales, "Leads", and/or clicks) through a click made by a "Visitor" (generally any person or entity that is not the Publisher). GTM compensates the Publisher based on the Payout provided by You, in accordance with this Agreement and the Program specifications.

You acknowledge and agree that by participating in any GTM Merchant Program You will be bound by all the terms and conditions in this Agreement.

1 Relationship. In the context of this Agreement, You are referred to herein as a Merchant. You agree not to:

(a) operate a Web site or transmit e-mail that contains or promotes, any of these types of content: libelous, defamatory, obscene, abusive, bigoted, hate-oriented, hacking or warez, or offer any illegal good or service; and/or
(b) engage in spamming, indiscriminate advertising or unsolicited commercial e-mail;

If You engage in any of the foregoing, You shall be subject to termination and/or deactivation as set forth in Section 6.2. You shall remain solely responsible for Your Web site content and e-mail content. GTM is, under no circumstances, responsible for the practices of any Publisher or Merchant, their respective Web site(s), or e-mails.

2.1 Publishers. Publishers that have been accepted as affiliate channels by GTM, who has sole discretion on such approval, will earn Referral Payouts when sales transactions are completed and only if the Publisher complies with the terms specified in the Publisher Agreement. You agree to allow all Publishers accepted by GTM to promote Your Products.

All web sites owned and/or operated by Genealogy Today, LLC, including but not limited to, Genealogy Today and its member sites, and D'Addezio.com and its network of sites, will be considered Publishers and are not subject to termination or any other Publisher restrictions stated in this agreement or the GTM Publisher Agreement.

2.2 Your Program. You will have complete control over Your Program and Product profiles contained within the Merchant Console. It will be Your responsibility to ensure the information contained in these profiles is accurate and truthful.

The details of Your Program and any Products may be contained on Your Web site, however, nothing You include may conflict with the terms and conditions contained in this Agreement and the GTM Publisher Agreement and any such conflicting terms and conditions shall be void. GTM shall not be obligated to enforce or honor any such conflicting terms and conditions.

2.3 Terminating Publishers. GTM has the sole discretion to terminate a Publisher from a Merchant's Program or Product. Under the terms of the GTM Publisher Agreement, GTM is not obligated to provide explanations for terminating Publishers.

3.1 Fees. In consideration for payment of sales commissions ("Fees") due hereunder and compliance with this Agreement, GTM shall provide You with access to the Merchant Console and the services listed in Section 3.2. All Fees will be calculated in US Dollars. Fees are calculated using the Payout Rates set by You as indicated in Section 3.5. Costs incurred from any third-party electronic funds processing (e.g. credit card) services will be deducted from the sale price of Your Products when applicable prior to calculation of Fees. GTM will make every reasonable effort to minimize these costs.

In the course of a sales transaction, GTM is acting solely as an agent, and as such You are the primary sales organization and are responsible for fulfillment of Your Product. You are obligated to inform GTM of any state sales tax that must be collected at the time of purchase. GTM will make every reasonable effort to collect such tax from customers residing in a given state during the transaction of a sale; however, You will be responsible for contacting the customer should they fail to include proper sales tax in their payment. Sales tax collected will be deducted from the funds collected prior to calculation of Fees.

Through the Merchant Console You will be able to designate, and adjust at any time, shipping charges to be collected as part of sales transactions of Your Products. Shipping charges may be designated as per item sold and/or per total order. Shipping charges collected will be deducted from the funds collected prior to calculation of Fees.

3.2 Services. GTM is responsible for providing the services to track critical information regarding sales, Leads and Clicks that result directly from Links placed by Publishers. You shall be able to produce informational reports through the Merchant Console concerning sales, Leads and Clicks debited to Your Account. In addition to tracking services and reporting capability, GTM shall provide to You the following services:

i. processing of orders for Your Products;
ii. marketing and promotion of Your Products;
iii. reconciliation of all funds received for orders of Your Products;
iv. referral selling of Your Products by GTM approved Publishers.

GTM will monitor traffic and sales resulting from individuals using Links from Publisher's site and You will have access to several traffic and revenue reports. You will receive or select a password and then have the ability to enter the password-protected Merchant Console to view statistics. The form and content of the reports may vary from time to time.

3.3 Ad Serving. GTM does not provide ad serving for Your Products; rather it is the obligation of each Publisher to download any images required to promote Your Products. GTM, therefore, is not able, nor is it obligated through this agreement, to provide impression statistics for Your Products. Publishers are, however, required to use click-thru Tracking Code provided by GTM.

3.4 Order Processing. GTM is responsible for tracking all Visitors' Transactions, collection of funds and accounting for the distribution of those funds. You are not required to post any links on your own web sites, however, if you elect to do so, sales generated from Your Web site using valid tracking codes will not be subject to Fees. You will have complete access to transaction detail relating to Your Products from the Merchant Console.

We will process product orders placed by customers, forwarding fulfillment information to You upon verified received of payment. We will be responsible for all aspects of order processing; however You are solely responsible for timely fulfillment of Your Product. We will prepare order forms, process payments, and notify customer of receipt of payment. You will handle all customer service inquiries.

GTM will provide the capability for You to enter the dates that you ship Your Product for orders transacted by GTM in the Merchant Console. When this optional service is used, an automatic e-mail will be sent to the customer notifying them that their order has shipped. There is no additional fee for this service.

3.5 Payouts/Payout Rates. You are responsible for determining the Payout Rate (percentage) of Your Product pricing, less any applicable shipping charges, credit card processing fees and/or state sales tax, that will be shared with GTM in return for its marketing and sales efforts. You shall establish a Payout rate for each of Your Products prior to acceptance into any GTM Merchant Program. All Payouts will be calculated in US Dollars. Your Account will be debited based on the Payout Rate for each unique Visitor purchase directly resulting from a Publisher's Web site or subscription e-mail.

You may discontinue Products or Programs, or adjust Pricing at any time, for any reason. GTM may at its own discretion send Publishers a notice regarding each change in Your Pricing or Product or Program discontinuation. Changing of Payout Rates must be made in writing no less than thirty days before the change will take effect.

GTM is responsible for determining the Referral Payout that will be given to Publishers for qualifying Transactions. The Referral Payout may not exceed the Fees calculated using the Payout Rate for Your Products.

3.6 Distribution of Funds. GTM will debit Your Account with the proceeds from each completed sale of Your Products, including any applicable shipping charges and sales tax. You agree to fulfill Product orders upon receipt of notification from GTM that the proper funds have been collected from the customer regardless of any scheduled distributions.

Within five business days of the close of each calendar month, GTM will distribute any accrued sales balance in Your Account that exceeds the minimum monthly payout you designate on your Merchant Profile. All Payments will be made in US Dollars. GTM is under no obligation to make payment to Publishers of Referral Payouts at the time Merchant payment is due. The number or amount of Transactions, credits for Payouts, and the charges for "Chargebacks" (as defined in Section 3.8), as calculated by GTM shall be final and binding on You.

You may elect to waive the minimum monthly payout option, however, by doing so Your Account will be assessed a $2.00 check preparation fee for any distribution that is less than $25.00.

Distributions will be made payable to the merchant name in Your Program profile and mailed to the address included therein. GTM will make every reasonable effort to contact You in the event the postal service returns a distribution mailing. Undeliverable funds will remain accrued in Your Account until the next scheduled distribution and/or until You correct the address information in Your Program profile.

3.7 Policies and Pricing. Customers who buy products through this Program will be deemed to be Your Customers. Accordingly, all rules, policies, and operating procedures posted on Your Web site concerning customer orders, customer service, and product sales will apply to those customers.

You will be responsible for managing the pricing of Your Products through the use of the GTM Merchant Console. Pricing may be changed at any time without any prior notice. GTM reserves the right, however, to cease marketing and/or sale of Your Products based on, but not limited to, the pricing You designate.

3.8 Chargebacks. You may request that GTM, or GTM may on its own initiative, credit Your Account with an amount equal to a Payout previously credited to each of Publishers' Accounts in circumstances of a: product return; insufficient inventory; duplicate entry or other clear error; or, with respect to a sale, non-receipt of payment from, or refund of payment to, the Visitor by You ("Chargeback"). Chargebacks may be requested by You up to and including the 90th day after which the Payout was earned, and only if there are sufficient funds remaining in Your Account.

GTM reserves the right, however, to cease marketing and/or sale of Your Products based on, but not limited to, chargebacks in excess of 25% of Fees for a given month.

4.1 Proprietary Rights and Licenses. You grant to GTM a revocable, non-transferable, royalty free, license to display on and distribute from GTM's Web site Links to Your Web site for Your Program(s), and all trademarks, service marks, tradenames, and/or copyrighted material ("Content") that You provide to GTM through the Merchant Console for the limited purposes of promoting Your Program to Publishers and potential Publishers, subject to the terms and conditions of this Agreement. The rights to display and Link to Your Web site are sub-licensable by GTM to Publishers.

GTM and the sub-licensees shall not otherwise copy nor modify, in any way, any icons, buttons, banners, graphics files, or Content that You have made available through the Merchant Console pursuant to the foregoing license, except, with respect to GTM, as necessary to conform Your Links to a GTM compatible format. GTM and the sub-licensees may not remove or alter any copyright or trademark notices. GTM may not be held responsible for the actions of Publishers with respect to these sub-licenses.

5.1 Privacy and Confidentiality. You or GTM may provide the other with information that is confidential and proprietary to that party or a third party, as is designated by the disclosing party ("Confidential Information"). The receiving party agrees to make commercially reasonable efforts, but in no case no less effort than it uses to protect its own Confidential Information, to maintain the confidentiality in order to protect any proprietary interests of the disclosing party. "Confidential Information" shall not include (even if designated by a party) information that is or becomes part of the public domain through no act or omission of the receiving party, or is lawfully received by the receiving party from a third party without restriction on use or disclosure and without breach of this Agreement or any other agreement without knowledge by the receiving party of any breach of fiduciary duty, or that the receiving party had in its possession prior to the date of this Agreement.

The information that You supply to establish and maintain Your Account shall be Your Confidential Information, and You agree that GTM may provide Your e-mail address(es) and basic Merchant Account detail (including but not limited to Web site name, date Web site first entered into operation, and visitor demographics) to Publishers. You shall be responsible for all usage and activity on Your account and for loss, theft or unauthorized disclosure of Your password (other than through GTM's grossly negligent or willful conduct or omission). You shall provide GTM with prompt written notification to legal@genealogytoday.com of any known or suspected unauthorized use of Your Account or breach of the security of Your Account.

GTM's Privacy Policy that is accessible from the home page of www.genealogytoday.com and may be amended from time to time by way of republication is incorporated into this Agreement.

5.2 Collection and Use of Data. GTM may, at Your request, collect information about Your Visitors' Transactions, in addition to what it receives through the installed tracking code. GTM reserves the right to be able to utilize this data, which may include information about performance statistics, to analyze trends, maintain the integrity of the tracking code and promote any of GTM's capabilities.

GTM promises not to disclose detailed sales and/or customer information to any of its Publishers. Publishers will only be able to view summaries for transactions initiated from their Web sites and/or e-mail lists.

GTM also promises not to disclose publicly, other than under compulsion of law, including subpoena, any personal or business information that can be linked specifically to any Visitors to Your Web site that result directly from Links on Publishers' Web sites and subscription e-mail mailings to the extent GTM collects any such information, including, but not limited to, the Visitor's name, e-mail address, phone number, or any other personal information.

6.1 Term and Notices. The parties acknowledge and agree that submission of application and acceptance of that application will be completed either online or by electronic mail. Parties hereby waive their rights to a written and signed copy of this Agreement. This Agreement shall commence upon Your indication that You have accepted this Agreement by 'clicking through' the acceptance button in the Merchant Console, and, subject to Section 6.2, shall be in effect through one year.

You can give written notice by mail to GTM as follows: Attn: Merchant Services, Genealogy Today, 74 Forest Road, New Providence, NJ 07974.

6.2 Temporary Deactivation and Termination. Either party may terminate this Agreement if the other party breaches this Agreement and fails to cure such breach within 30 days of receipt of written notice from the non-breaching party of the existence and nature of the breach. After the initial Term, either party may terminate this Agreement during a renewal Term without cause upon 90 days prior written notice to the other party. If this Agreement is terminated for Your breach, You shall not be eligible to enter into a new click-on GTM Merchant Agreement, and any attempt to do so shall be null and void.

Upon termination of this Agreement, an outstanding debit balance shall be paid by You to GTM within 10 business days of the date of termination, and an outstanding credit balance shall be paid by GTM to You within 20 business days of termination of this Agreement.

6.3 Changes. This Agreement contains the entire understanding and agreement of the parties and there have been no promises, representations, agreements, warranties or undertakings by either of the parties, either oral or written, except as stated in this Agreement. GTM shall have the right to change, modify or amend ("Change") this Agreement, in whole or in part, by notifying You of such Change, by email, at least fourteen (14) days prior to the Effective Date of such Change; provided, however, that either party shall have the right to terminate this Agreement pursuant to Section 6.2 in event that You do not agree to such Change.

GTM will make a reasonable attempt to notify Affiliate of such modification(s), but cannot guarantee success of any notification. Modifications may include, but are not be limited to, changes in the scope of applicable Fees, payment schedules, payment procedures, and Program rules.

6.4 Survival. The provisions of this Section and Sections 5, 6.1, 6.2, 7.3, 7.4, 8, 9.2, 9.4, and 9.5 shall survive the termination of this Agreement.

7.1 Business Operations. Each party will make reasonable commercial efforts to keep its Web site operational during normal business hours. However, the parties agree it is normal to have a certain amount of system downtime and agree not to hold each other or Publishers liable for any of the consequences of such interruptions.

7.2 Authority and Compliance with Laws. Each party represents and warrants to the other party as to itself that the person executing this Agreement is authorized to do so on such party's behalf. Each party is responsible for compliance with the applicable local laws in the jurisdiction from which it operates and represents and warrants such compliance.

7.3 Limitation of Liabilities. IN NO EVENT WILL GTM, ITS SUPPLIERS, OR OTHER THIRD PARTIES MENTIONED AT THE GENEALOGY TODAY WEB SITE ("THE SITE") BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THE SITE, ANY WEB SITES LINKED TO THE SITE, OR THE MATERIALS OR INFORMATION CONTAINED AT ANY OR ALL SUCH SITES, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOUR USE OF THE MATERIALS OR INFORMATION FROM THE SITE RESULTS IN THE NEED FOR SERVICING, REPAIR OR CORRECTION OF EQUIPMENT OR DATA, YOU ASSUME ALL COSTS THEREOF. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

7.4 Disclaimer of Warranties. THE SERVICES AND MATERIALS PROVIDED BY THE GENEALOGY TODAY SITE ("THE SITE") ARE PROVIDED "AS IS" WITHOUT ANY WARRANTIES OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. GTM further does not warrant the accuracy and completeness of the materials at the site. GTM may make changes to the materials at the site, or to the products and prices described in them, at any time without notice. The materials at the site may be out of date, and GTM makes no commitment to update it. Applicable law may not allow the exclusion of implied warranties, so the above exclusion may not apply to you.

8 Indemnification. You agree to indemnify and hold GTM and its suppliers harmless from and against any and all claims, suits, costs, damages and judgments (including but not limited to attorneys' fees) incurred, claimed or sustained by third parties, including but not limited to Publishers, for your breach of this Agreement and for claims of product liability and/or malpractice or misfeasance in the performance of services ("Claims"), or any third-party's rights, (including, without limitation, infringement of any copyright, violation of any proprietary right and invasion of any privacy rights). These obligations will survive any termination of your relationship with GTM.

9.1 Relationships of Parties/Third Party Rights. The relationships of the parties to this Agreement shall be solely that of independent contractors, and nothing contained in this Agreement shall be construed otherwise. Nothing in this Agreement or in the business or dealings between the parties shall be construed to make them partners with each other. Neither party shall do anything to suggest to third parties that the relationship between the parties is anything other than that of independent contractor.

9.2 Choice of Law/Attorneys Fees. This Agreement is governed by the laws of the State of New Jersey (USA), except for its conflict of law provisions. A party that primarily prevails in an action brought under this Agreement is entitled to recover from the other party its reasonable attorneys fees and costs. GTM controls and operates its Web site from its offices in the U.S.A. and access or use where illegal is prohibited.

9.3 Force Majeure. Neither party shall be liable by reason of any failure or delay in the performance of its obligations hereunder for any cause beyond the reasonable control of such party, including but not limited to electrical outages, failure of Internet service providers, riots, insurrection, war (or similar), fires, flood, earthquakes, explosions, and other acts of God.

9.4 Severability/Waiver. If any provision of this Agreement is held by any court of competent jurisdiction to be illegal, null or void or against public policy, the remaining provisions of this Agreement shall remain in full force and effect. The parties shall in good faith attempt to modify any invalidated provision to carry out the stated intentions in this Agreement. The waiver of any breach of any provision under this Agreement by any party shall not be deemed to be a waiver of any preceding or subsequent breach, nor shall any waiver constitute a continuing waiver.

9.5 Assignment and Acknowledgement. Neither party may assign this Agreement without the prior express written permission of the other party. Your use of the Merchant Console is irrefutable acknowledgement by You that You have read, understood and agreed to each and every term and provision of this Agreement.