This AGREEMENT between _________________________________ ("Store") and DropDemon.com, LLC ("DropDemon") entered into on the ___ day of ________, 20__ shall commence upon the initial transmission and successful execution of a transaction, and remain in effect until cancelled by either party as set forth under the terms of this AGREEMENT. This AGREEMENT will be governed by the laws of the state of Delaware.

DropDemon has made arrangements with various suppliers to Drop Ship orders placed with them by DropDemon. Stores through this AGREEMENT will be able to purchase processing services, product, and request product drop shipments by DropDemon made available from these arrangements. This service is designed to broaden the availability of product to Store, and to minimize the administration of special orders and drop ship orders by combining the payment, data transmission, and order tracking information.

The Store shall have the sole authority to request the services of DropDemon on an order by order basis. Entering into this AGREEMENT does not require Store to place any orders with DropDemon, but is necessary should Store every wish to place orders with DropDemon. Store warrants that it is a duly licensed vendor purchasing product from DropDemon for resale to its customers. Store alone, is the seller of product to its customers, and is responsible for collecting payment from its customer including sales and use taxes, and responsible for reporting and remitting sales and use taxes to the applicable authorities. Store shall take title of product from DropDemon upon deposit of payment to DropDemon.

Store shall authorize BookSite, echieve.com, or any other e-commerce service provider that has entered into a service agreement with DropDemon, to transmit or receive Store information necessary to perform the DropDemon services outlined in those agreements.

The collection of programs and Internet services described as DropDemon.com is copyrighted by DropDemon and shall remain the sole property of DropDemon. DropDemon hereby agrees to sell product and provide fulfillment services to Store as described on the DropDemon.com web site and solely to for use by Store in the course of its business.

Store shall affix a voided check from the Store bank account and hereby authorize DropDemon to initiate Debit/Credit entries to the bank account identified by the check and authorize the bank to debit/credit such account in amounts specified on the DropDemon.com Pricing Page. This authority is to remain in full force as part of this AGREEMENT. Store shall otherwise hold DropDemon harmless for all actions or omissions that may occur in the performance of DropDemon services.

Data owned by Store or received by DropDemon on behalf of Store, including customer lists, orders, product listings, or any other data unique to the Store, shall remain the sole property of Store. DropDemon shall not be permitted to copy, resell, distribute or otherwise use information expect as necessary to perform DropDemon services for Subscriber or as required by law. DropDemon shall require any agent to agree to treat such Store data, in a similar fashion.

There are no warranties, expressed or implied, of the products or services furnished under this AGREEMENT. DropDemon disclaims any implied warranty or merchantability or fitness for a particular purpose or software. DropDemon disclaims any warranties related to services supplied by others.

DropDemon shall take reasonable steps to process data in a prompt, reliable, manner. DropDemon shall provide telephone support during normal business hours to resolve system errors in a timely fashion if they occur. DropDemon shall be under no obligation to provide technical support for any service not specifically provided by DropDemon or errors not attributable to DropDemon.

Store shall have the right to terminate this AGREEMENT at any time if Store in its sole discretion is dissatisfied with the performance of services described. DropDemon shall have the right to immediately terminate this AGREEMENT upon failure of Store to pay for services. DropDemon shall otherwise have the right to terminate this AGREEMENT with 30 day prior written notice to Store.

DropDemon agrees to provide 60 day prior written notice by e-mail prior to any price increase. DropDemon shall have the unrestricted right to modify, upgrade, delete, or add services to the DropDemon system at any time.

The relationship between Store and DropDemon is that of Customer and Supplier. This AGREEMENT shall in no way be construed to permit either party to act as agent or on behalf of the other, or to enter into a binding commitment for the other.

This AGREEMENT shall cover any and all services that Store authorizes in writing, by e-mail, or as described on the DropDemon.com web site.

The undersigned hereby agree to abide by the terms of this AGREEMENT and certifies that they are each authorized to represent the parties to this AGREEMENT.

By Store: _______________________
By Store SID #:_______________________

Title: ________________

By DropDemon: ____________________
Richard S. Harte, Managing Member

Electronic Check (ACH) Payment