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Church Imports Wholesale/Reseller Agreement

Effective Date: March 23, 2002
(version 1.00)

Read this carefully before submitting the application (the "Application") for participation in the Church Imports Wholesale Program (the "Program"). This is a binding agreement (the "Agreement") between the individual submitting the Application or the entity on whose behalf the Application is being submitted ("you" and "your") and WavePoint Enterprizes, Inc. ("Church Imports"). By submitting the Application, you hereby ACCEPT AND AGREE to all of the terms and conditions set forth in this Agreement.

1. Application Process. By submitting the Application you are expressing your desire to participate in the Program through which you may order the Church Imports products and services taking advantage of special discounts and offers that are based on your own relations, history and performance . In case your business involves a web site other than Church Imports (as defined in Section 2), as part of the Application you must submit the principal address of that web site (the "Business or Website"). In case you do not choose to re-brand (use your own branding to ) Church Imports products you agree that you will not try to persuade any business or idividual to purchase our products or services by providing false information and that your actions will be generally restricted in the confines of typical information providing, lawful actions and respectful of all Religious convictionse latter case Church Imports may host one refering page for

You represent and warrant that: (i) the information submitted in the Application is truthful and accurate; (ii) the person submitting the Application is at least 18 years old; (iii) in the event you are an entity, the person submitting the Application has the full right, power and authority to enter into this Agreement on behalf of such entity; and (iv) the execution of this Agreement by such person, and the performance by you of your obligations and duties hereunder, do not and will not violate any agreement to which you are a party or by which you are otherwise bound. You acknowledges that Church Imports makes no representations, warranties or agreements related to the subject matter hereof that are not expressly provided for in this Agreement. Church Imports will allow you participate in the program immediately upon conclusion of your on-line enrollement, but will evaluate the Application and reserves the right to disqualify your enrollment and notify you of Church Imports's rejection of the Application in a timely manner. Church Imports may reject the Application if the Business or Website is deemed, in Church Imports's sole discretion, to be unsuitable for the Program. Unsuitable web sites and businesses include, but are not limited to, those that:

1.1 Contain sexually explicit or obscene materials, or materials that are otherwise deemed offensive;

1.2 Advocate discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.

1.3 Promote or engage in illegal activities;

1.4 Violate intellectual property rights of third parties;

1.5 Contain or promote deceptive information;

1.6 Promote gambling;

1.7 Violate Church Imports's "Privacy Policy" of the refered customers available at http://www.Church Imports.com/privacy.php3, as may be modified from time to time by Church Imports in its sole discretion.

2. Linking With, and Use of, Church Imports Resources and Copyrighted material for Promotions.You may use (to the extent provided in Article 4 below) the electronic graphic artwork and corresponding links to Church Imports products including the special promotion identifier and all HTML thereto (the "Church Imports Promos") available at http://www.ChurchImports.com/ as necessary to participate in the Program. You may not create multiple accounts. Without limiting the foregoing, you shall not promote or otherwise announce the availability of the Church Imports Promos on your Business or Website anywhere other than within your Business or Website, including but not limited to using the Church Imports Promos in e-mail and promoting or otherwise announcing the availability of the Church Imports Promos on your Business or Website through e-mail.

3. Your Business or Website. You are solely responsible for, and Church Imports hereby disclaims all liability for, the development, operation and maintenance of, and all costs associated with, your Business or Website, any content thereon and any equipment therefor. You hereby agree that your Business or Website shall not, in any way, copy or resemble the look and feel of, or create the impression that it is, part of the Church Imports Service or any of Church Imports's or its wholesales' or subsidiaries' web sites. You agree that your Business or Website shall, at all times during the Term of the Agreement, comply with the policies identified in Section 1.7, and shall not engage in any of the activities listed in Sections 1.1 through 1.6.

4. Limited License to Use Church Imports Promos. Church Imports hereby grants to you a nonexclusive, revocable license to display on your Business or Website the Church Imports Promos solely as necessary for, and for the purpose of, promoting the products and/or services associated with the Church Imports Promos as set forth at the Reporting Page and identifying you as a participant in the Program. To the extent, if any, that Church Imports Promos contain Church Imports's trademarks, service marks or trade names, you shall not use such marks in a manner that might be deemed to create a unitary composite mark. You agree not to use the Church Imports Promos in a manner that is, or otherwise include materials on your Business or Website that are, disparaging of Church Imports. Church Imports reserves all proprietary rights in and to the Church Imports Promos not expressly granted herein. You agree this license can be revoked at any time for any or no reason upon notice by Church Imports to you (regardless of termination of this Agreement) and you agree upon receipt of such notice immediately to cease and decist using all Church Imports Promos.

5. Payments and Offers

5.1 Payments . Payment for wholesale orders must be prompt or the discount may be waived. Church Imports.

5.2 Offers and Discounts for Wholesale Access . All the offers and discounts you may be receiving through Church Imports are only valid for the time they are shown on the Web Site and for the Business or Web Site (Wholesaler) that views them. Since those are automatically updated we must and do reserve the right to refuse service in case of supply chain problems.

6. Idividual Reporting and Confidentiality. Through the Wholesale Access Church Imports pages you are provided with content that is unique for your Business or Web site and reflects your relations, history and performance as a Wholesaler. You agree not to share any offer (quantities or prices) information with anyone that is not an owner or employee of your Business. You agree to pass on this Confidentiality Ageement to anyone of the above that you divulge this information too.

Church Imports allows you to target specific products or categories of products in order to maximize your earnings according to your client needs. In its sole discretion it may disallow you from using such links.

7. Modification of This Agreement. Church Imports may modify any terms and conditions in this Agreement, including any amounts payable as Fees, Commissions and bonuses under Article 5, at any time in its sole discretion by posting a notice or a new Agreement on the Reporting Page, but such new Agreement shall be effective no sooner than five (5) days after such notice or new Agreement is posted on the Reporting Page. YOUR SOLE REMEDY AND RECOURSE IN THE EVENT ANY SUCH MODIFICATION IS UNACCEPTABLE TO YOU IS TO TERMINATE THIS AGREEMENT, PROVIDED THAT Church Imports SHALL PAY TO YOU ALL AMOUNTS DUE TO YOU PRIOR TO YOUR TERMINATION IN ACCORDANCE WITH SECTION 11.1. Notwithstanding the five (5) day notice period for termination provided in Article 9, such termination by you in the event of a modification shall be effective immediately upon receipt by Church Imports of notice thereof. Your continued participation in the Program after such five (5) day period has passed shall constitute acceptance of the modifications.

8. Press Releases; Publicity. You may not announce your use of the Church Imports Promos on your Business or Website unless you explicitly and clearly provide links and other information in the same page that allows everyone to signup to our wholesale program or unless you first receive Church Imports's prior written approval of such announcement. Church Imports may announce your use of the Church Imports Promos on your Business or Website in its sole discretion.

9. Term and Termination. This Agreement shall be effective on the date Church Imports accepts the Application and shall continue until either party terminates this Agreement as set forth herein (the "Term"). Either party may terminate this Agreement at any time for any or no reason upon five (5) days notice, (i) in the case of termination by Church Imports, to you at either, at Church Imports's option, the e-mail address contained in the Application or by posting such notice on the Reporting Page, and (ii) in the case of termination by you, to Church Imports at the following email address: wholesales@Church Imports. Notwithstanding the foregoing, Church Imports may terminate this Agreement immediately in the event you breach this Agreement.

10. Limitation of Liability; Disclaimer; Indemnification.

10.1 Liability. UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING IN CONNECTION WITH THIS AGREEMENT, EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (COLLECTIVELY, "DISCLAIMED DAMAGES"); PROVIDED THAT YOU SHALL REMAIN LIABLE TO Church Imports TO THE EXTENT ANY DISCLAIMED DAMAGES ARE CLAIMED BY A THIRD PARTY AND ARE SUBJECT TO INDEMNIFICATION PURSUANT TO SECTION 10.3. IN NO EVENT SHALL THE LIABILITY OF Church Imports IN CONNECTION WITH THIS AGREEMENT FOR DAMAGES NOT EXCLUDED IN THE IMMEDIATELY PRECEDING SENTENCE EXCEED THE AMOUNT PAID OR PAYABLE BY Church Imports TO YOU UNDER THIS AGREEMENT.

10.2 No Additional Warranties. YOUR WEBSITE (EXCEPT AS PROVIDED IN SECTION 1), ALL OF Church Imports'S AND ITS AFFILIATE'S WEB SITES, THE Church Imports PROMOS, THE Church Imports SOFTWARE AND Church Imports SERVICE (COLLECTIVELY, "SUBJECT MATTER") ARE PROVIDED "AS IS" AND "AS AVAILABLE." 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 SUBJECT MATTER, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

10.3 Indemnification. You agree to defend, indemnify and hold harmless Church Imports, its subsidiaries and wholesales, and their respective officers, directors, agents, distributors, franchisees and employees against any loss, damage, expense, or cost, including reasonable attorneys fees (including allocated costs for in-house legal services) arising out of any claim, demand, action, suit, investigation, arbitration or other proceeding by a third party ("Liabilities") based on (i) your material breach of any covenant, duty, representation, or warranty of this Agreement, (ii) materials contained on your Business or Website (including any allegation that such materials infringe a third party's proprietary rights), (iii) or otherwise related to the Data, and (iv) or otherwise related to your Business or Website and the content thereon.

11. Miscellaneous.

11.1 Survival. Article 10 and Section 11.2, 11.4 shall survive the expiration or termination of this Agreement. Additionally, to the extent this Agreement is not terminated as a result of fraud relating to the Program by you or otherwise as a result of your breach of this Agreement, Church Imports's obligation to pay Fees and Commissions and other bonuses under Article 5 shall survive for so long as is necessary to account for Fees and other bonuses generated from Qualified Orders properly registered prior to the date of termination.

11.2 Applicable Law; Jurisdiction. This Agreement will be interpreted, construed and enforced in all respects in accordance with the laws of Cyprus except for its conflicts of law principles. Each party irrevocably consents to the exclusive jurisdiction of the courts of Cyprus, 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.

11.3 Solicitation of Church Imports Clients. You will not send unsolicited, commercial e-mail (i.e., "spam") through or into Church Imports's products or services, absent a Prior Business Relationship. For purposes of this Agreement, a "Prior Business Relationship" will mean that the Church Imports Client to whom commercial e-mail is being sent has voluntarily either (i) engaged in a transaction with you other than registering to receive Church Imports Products or Services through a Church Imports Promo provided on your Business or Website or (ii) provided information to you through a contest, registration, or other communication, which included clear notice to the Church Imports Client that the information provided could result in commercial e-mail being sent to that Church Imports Client by you or its agents. Any commercial e-mail or other online communications to Church Imports Clients that are otherwise permitted hereunder, shall (a) include a prominent and easy means to "opt-out" of receiving any future commercial communications from you, and (b) shall also be subject to Church Imports's then-standard restrictions on distribution of bulk e-mail (e.g., related to the time and manner in which such e-mail can be distributed through or into the Church Imports product or service in question).

11.4 Excuse. Neither party will be liable for, or be considered in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions which are beyond such party's reasonable control and which such party is unable to overcome by the exercise of reasonable diligence.

11.5 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 will 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 will be and remain in full force and effect.

11.6 Assignment. You shall not assign this Agreement or any right, interest or benefit under this Agreement without the prior written consent of Church Imports.

11.7 Injunctive Relief; Remedies. You acknowledge a violation of this Agreement could cause irreparable harm to Church Imports for which monetary damages may be difficult to ascertain or an inadequate remedy. You therefore agree that Church Imports will have the right, in addition to its other rights and remedies, to seek and obtain injunctive relief for any violation of this Agreement. Except where otherwise specified, the rights and remedies granted to a party under this Agreement are cumulative and in addition to, and not in lieu of, any other rights or remedies which the party may possess at law or in equity.

11.8 Acknowledgment. You acknowledge that you have read this Agreement and agreed to all the terms and conditions. You understand that Church Imports may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this Agreement, and Church Imports and its wholesales and subsidiaries may operate web sites that compete with your Business or Website.

12. Other Definitions.

12.1 "Church Imports Client" means any user of the Church Imports that is placing an order with Church Imports (a "Church Imports Order").

12.2 "Church Imports " means the Church Imports Products, Services and any other product or service owned, operated, distributed or authorized to be distributed by or through Church Imports or its wholesales or subsidiaries worldwide (including, without limitation, the e-mail contained therein).

12.3 "Church Imports Products and Service" means any product that exists in the Church Imports site and is directly sold by Church Imports. For example today there 9,953 Church Imports different products.

12.4 "Church Imports Software" means the proprietary software used for the Church Imports site.

You should not apply for an wholesale account if do not understand or disagree with any part or statement contained in this Agreement.

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