Jivjiv Stores Operator Agreement
Effective DATE: January 23, 2006

Welcome to the Jivjiv Corporation Jivjiv Stores Agreement ("Agreement"). This Agreement contains the terms and conditions under which Jivjiv Corporation offers the "Jivjiv Stores Service" (defined below). If you do not read, understand, and agree to all of the terms and conditions of this Agreement, you may not use the Jivjiv Stores Service.

Jivjiv Corporation reserves the right to add, delete, or change this Agreement because of frequent changes in Internet technology and applicable law. As such, you should check this Agreement from time to time for such changes.

1. Agreement.

1.1 Jivjiv Stores Service. This Agreement provides the terms and conditions under which Jivjiv Corporation provides its service that will allow you to create, manufacture, market, and sell digital content through your Jivjiv Store(s) (the "Jivjiv Stores Service").

1.2 Terms of Service. If you become a Jivjiv Store Operator, you will continue to be bound by all of the terms and conditions of the Terms of Service, which are incorporated into this Agreement by this reference. For clarity, the Jivjiv Stores Service is deemed part of the "Jivjiv Corporation Service," all initially-capitalized terms not defined in this Agreement are defined in the Terms of Service, and any disputes relating to your use of the Jivjiv Stores Service will be subject to confidential binding arbitration in accordance with Section 12 of the Terms of Service. If the terms of this Agreement conflict with the Terms of Service, this Agreement will govern and be given precedence.

2. Becoming a Jivjiv Store Operator.

2.1 Opening an Account. Only Jivjiv Store Operators have the right to use the Jivjiv Stores Service. To become a Jivjiv Store Operator, you must open a Jivjiv Store account (an "Account") with Jivjiv Corporation through its online registration process.

2.2 Contact Information. You must provide Jivjiv Corporation with accurate and complete contact and payment information when you open an Account. You must immediately notify Jivjiv Corporation if any of this information changes. If you do not provide Jivjiv Corporation with complete, accurate, and updated contact information, you may not be eligible to sell Products "for profit."

2.3 Account Security. You will need to select a password if you open an Account. You will be solely and exclusively responsible for keeping your password confidential and all use of your password and Account, including, without limitation, any use by any unauthorized third party. You must notify Jivjiv Corporation immediately if you believe your password has been or may be obtained or used by any unauthorized person or entity. In addition, you must notify Jivjiv Corporation immediately if you become aware of any other breach or attempted breach of the security of your Account or the Jivjiv Corporation Service.

3. Your Obligations.

3.1 General. You must use the Jivjiv Stores Service in a manner that demonstrates common sense and respect for the rights of Jivjiv Corporation and third parties.

3.2 Store Content. If you open a Store, you will be solely and exclusively responsible for ensuring that the Store, any content or materials that you submit to Jivjiv Corporation for use with your Products ("Content"), and any web sites linked to your Store comply with the terms and conditions of this Agreement and all applicable laws, regulations and rules.

3.3 Prohibited Content. You may not design, manufacture, market or sell a Product that is generally offensive, pornographic, or inappropriate for use with the Jivjiv Stores Service, as determined by Jivjiv Corporation in its sole and absolute discretion. For example, but without limitation, you may not design, manufacture, market or sell Content that Jivjiv Corporation believes: (i) infringes the rights of a third party, including, without limitation, copyrights, trademarks, patents, trade secrets, and rights of privacy and publicity; (ii) is libelous, defamatory or slanderous; (iii) is offensive; (iv) is designed to or does harass, threaten, or abuse others; (v) is obscene or pornographic; or (v) violates any applicable law, rule, or regulation, including, without limitation, by exploiting images or the likeness of minors. While Jivjiv Corporation will do its best to to monitor the transactions or communications made through its Web Site, it reserves the right to cancel any such transaction or take any other action to restrict access to or the availability of any material that may be considered to be objectionable, without any liability to you or any third party.

4. Licensing Your Content to Jivjiv Corporation. In uploading any of your Content to the Web Site, you grant to Jivjiv Corporation a royalty-free, worldwide, transferable, nonexclusive, right and license in such Content, in all media existing now or created in the future, to do what it deems reasonable: (i) to permit you to use the Jivjiv Stores Service to design, manufacture, market and sell Content and (ii) to promote, market and advertise your Products, your Store, or the Jivjiv Corporation Service generally. Without limitation, this promotion, marketing, or advertising may consist of: (i) display of your Products and (ii) promotional "streams" of audio Content on the Web Site. Jivjiv Corporation may sublicense the rights that you grant it in this Section to a third party subcontractor only for purposes of marketing Content sold through your Store. This Section 4 only gives Jivjiv Corporation the right to use your Content for the purposes stated above, and does not give Jivjiv Corporation ownership of any of your Content. Within 30 days following termination of your Account, Jivjiv Corporation will terminate its use of your Content.

5. Product Creation.

5.1 Delivery of Content. You will upload to Jivjiv Corporation all Content that you want to use with the Jivjiv Stores Service in accordance with the applicable instructions on the Web Site. You must also upload all other Content required to package and market any of your Content, such as titles, and complete and accurate credits. Jivjiv Corporation may, in its sole and exclusive discretion, determine whether any Content complies with such instructions and is satisfactory for use with the Jivjiv Stores Service.

5.2 Approvals and Consents. You must have all necessary approvals and consents necessary to use all Content and you must deliver copies of those approvals and consents to Jivjiv Corporation if Jivjiv Corporation requests them.

5.3 Costs of Creation. You will be solely responsible for the creation of the electronic and digital Content that you upload to Jivjiv Corporation, and will pay all costs associated with its creation and copies thereof, including, without limitation: (i) any compensation owed to third parties; (ii) payments required by any agreement between you and any labor organization (such as unions or guilds); (iii) all studio, tape, editing, mixing, re-mixing, mastering and engineering costs; and (iv) all costs of travel, per diems, facilities and equipment, and the like.

5.4 Royalties. You must pay all royalties or similar payments that are or may become due to any third party, such as all payments under licenses for third-party material in your Content. For example, you must pay all mechanical copyright royalties due to the owners of any musical composition used in your Content.

5.5 Unions and Guilds. You acknowledge that Jivjiv Corporation is not currently a party to any collective bargaining agreement with any union or guild and you are solely responsible for complying with any applicable union or guild rules, including without limitation, those relating to payments.

6. Marketing and Advertising Your Store.

6.1 Jivjiv Corporation Marketing of Your Store. Jivjiv Corporation reserves the right, but has no obligation, to promote your Store or Content by, for example, featuring them in Jivjiv Corporation advertisements, newsletters or on the Web Site, referring users to your Store, or describing your Content or Store in communications with third parties.

6.2 No Spam. You may not use "spam," "blast-faxes" or recorded telephone messages to market or sell Content. You may not spam or attempt to deliberately subvert the results of the Jivjiv Corporation directory or search engine with false, misleading, or unnecessarily repetitive information.

6.3 Links. Jivjiv Corporation, in its sole discretion, may prohibit you from "linking" your Store to any web sites that contain content that, if used on the Jivjiv Corporation web site, would violate any of Jivjiv Corporation's agreements or policies.

6.4 Customer Information. Jivjiv Corporation may, from time to time, provide you with information relating to Customers that purchase Products from your Store. You may only use or disclose this information to a third party for your internal record keeping, to ship the Products that users purchase from your Store, and for marketing your Store and your Products. You may not disclose any of this information to a third party or use it for any other purposes.

7. Compensation and Fees.

7.1 Tax Information. If you choose to sell Products "for-profit" through your Store, you must provide your taxpayer information to Jivjiv Corporation as required by the IRS. If Jivjiv Corporation does not have current taxpayer information for you on file for a particular year, payments due to you under this Agreement will not be made to you until December 31st of such year, and all of such payments will be subject to a 30% backup withholding which will be submitted to the IRS.

7.2 Payment Terms. If you earn less than the dollar amount selected as the minimum payout threshold ("Payment Threshold") in the "Payee Information" Section of your Store Owner Information screen, then the amount of such compensation will not be paid, but will accrue to your Account until such time as it becomes equal to or greater than the Payment Threshold. Jivjiv Corporation will make a payment to you (by check, wire or electronic transfer) for the amount of such compensation no later than 60 days after the end of the month in which the total amount of accrued compensation may reach or exceed the Payment Threshold.

7.3 Pricing Terms. See the pricing table listed in the stores overview.

7.4 Processing Fees. If Jivjiv Corporation owes you accrued compensation that is less than the Payment Threshold for at least 365 days, then Jivjiv Corporation may send you payment of such accrued compensation minus a $5 processing fee. If the amount of accrued compensation is under $5 for at least 365 days, such amount will be used to cover Jivjiv Corporation's administrative costs and no payment will be made to you.

7.5 Charitable Contribution. Unless you and Jivjiv Corporation otherwise agree in writing, Jivjiv Corporation may remit any payment otherwise due to you as a contribution in your name to a 501(c)(3) charitable nonprofit organization of Jivjiv Corporation's choice (or any charity agreed upon in writing by you and Jivjiv Corporation) if: (i) you fail to provide Jivjiv Corporation with accurate and complete contact information; and (ii) the funds remain outstanding for more than 12 months. If Jivjiv Corporation makes such a contribution, its obligation to you shall be reduced by the amount of that contribution.

7.6 Termination Fees. If you or Jivjiv Corporation terminate your Account, and you have less than $25 in accrued but unpaid compensation then outstanding, Jivjiv Corporation may charge you a $5 processing fee when sending you your final payment to cover its administrative costs.

7.7 Referral Program. If and when Jivjiv Corporation offers a referral program, under which you may earn compensation for referring others to the Jivjiv Stores Service, it will subject to the terms of this Agreement and the Referral Program Rules.

8. Indemnification.

As you are bound by the Terms of Service in using the Jivjiv Stores Service, you must indemnify, defend and hold Jivjiv Corporation harmless for any claim arising out of, relating to, or connected with your alleged breach of the Terms of Service in using the Jivjiv Stores Service in accordance with Section 9 of the Terms of Service. You must also indemnify, defend, and hold Jivjiv Corporation harmless based on any Claim alleging facts that, if true, would constitute a breach of this Agreement. Jivjiv Corporation may withhold any commissions that it owes you if you have to indemnify Jivjiv Corporation.

9. Termination.

9.1 Jivjiv Corporation Termination. In its sole discretion, with or without notice to you, Jivjiv Corporation may: (i) suspend or terminate your use of the Jivjiv Stores Service, (ii) terminate your Account, (iii) remove any of your Stores from Jivjiv Corporation's servers and directories and (iv) prohibit you from opening any new Stores.

9.2 Jivjiv Stores Termination. If you are a Jivjiv Store Operator, you may terminate your Account for any reason at any time by completing the online account termination form.

9.3 Effect of Termination. If you or Jivjiv Corporation suspend or terminate your Account, Jivjiv Corporation may: (i) delete any Content or other materials relating to your use of the Jivjiv Stores Service, and Jivjiv Corporation will have no liability to you or any third party for doing so and (ii) not allow you to access your Store or create, market, or sell Content. If you or Jivjiv Corporation terminate your Account, you must immediately remove all links to the Web Site from any web sites you operate and cease representing yourself as a Jivjiv Store.

9.4 Survival. The following Sections will survive termination of your Account: 1, 5.2 through 5.5, 6.5, 7.6, 8, 9.3, and 9.4.Jivjiv Stores Agreement