Version 4
Date: December 2001

USAGE AGREEMENT

The WorldWide Retail Exchange, LLC ("WWRE" or the "Exchange") provides a communications platform and related services through which retailers and suppliers (collectively "Users") can establish an electronic marketplace for the purchase and sale of goods and services. These services are accessible through WWRE's web site ("Site"), located at http://www.worldwideretailexchange.org.

This Usage Agreement, the Privacy and Confidentiality Policy, govern each User's use of the Site and participation in the Exchange, and, together, constitute the "Terms and Conditions." By clicking on the "I AGREE" button below, or signing a hard copy of the form and faxing it to the number indicated, each User accepts and is legally bound by the Terms and Conditions. Continued access to the Site and its services, including without limitation all licenses granted hereunder, is subject to compliance with the Terms and Conditions and any breach of the Terms and Conditions will be pursued by legal action to the fullest extent possible.

The Terms and Conditions, including the Usage Agreement and the Privacy Policy, may be modified at any time without notice and any such modification shall be effective immediately upon posting. By assenting to these Terms and Conditions, Users agree to periodically review the Terms and Conditions and be bound by any modifications or amendments thereto.

Users that have any questions about the Terms and Conditions are invited to contact WWRE.

1. Users; Warranties

Through the platform provided by WWRE, Users can participate in transactions and take part in an electronic marketplace devoted to the retail industry.

USERS REPRESENT AND WARRANT THAT THEY (1) ARE DULY AUTHORIZED TO CONSENT TO THESE TERMS AND CONDITIONS ON BEHALF OF THEIR RESPECTIVE COMPANIES; (2) CAN FORM LEGALLY BINDING CONTRACTS UNDER APPLICABLE LAW; (3) HAVE THE RIGHT TO GRANT THE INTELLECTUAL AND INFORMATIONAL PROPERTY RIGHTS AT ISSUE UNDER THIS AGREEMENT, AND THAT SUCH GRANTS DO NOT INFRINGE THE RIGHTS OF ANY THIRD PARTY; AND (4) ARE COMMERCIAL BUSINESSES, NOT CONSUMER USERS, FOR PURPOSES OF USING THIS SITE.

2. IDs and passwords

User IDs and passwords are confidential and proprietary. It is a violation of the Terms and Conditions for a User to disclose its password or share its ID or password with any unauthorized third parties, or to use its ID or password for any unauthorized purpose. Each User, and not WWRE, is solely responsible for any unauthorized use of User's ID or password.

3. Transacting on the Exchange

Transactions on the Exchange are governed by the Terms and Conditions. The specific terms and conditions of each transaction (such as pricing, warranties, delivery, etc.) entered into through the Exchange are established between the buyer and seller. WWRE is a venue through which users can transact. Users decide in their individual capacities with whom to do business. WWRE is not a party to any transaction entered into upon the Site. WWRE does not set nor endorse the price, contract terms, quality, safety, conformance or legality of the products advertised or offered for sale, the ability of sellers to sell products or the ability of buyers to buy products. WWRE cannot and does not control whether sellers will complete the sale of products they offer. WWRE is not responsible with respect to payment or collection for orders made and bids placed on the Site.

4. No warranty

BY ASSENTING TO THESE TERMS AND CONDITIONS, USERS ASSUME ANY AND ALL RESPONSIBILITY AND RISK OF USE OF THE SITE AND ANY PRODUCTS OR SERVICES CONTAINED THEREIN. THE WWRE AND ITS SUPPLIERS PROVIDE THE SITE AND SERVICES "AS IS" AND "AS AVAILABLE," WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY. THE WWRE AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO, (A) THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT; (B) THAT SERVICE WILL BE CONTINUOUS, UNINTERRUPTED AND/OR ERROR-FREE; (C) AS TO THE QUALITY, IDENTITY OR RELIABILITY OF ANY BUYER OR SELLER AND WHETHER ANY USER SHOULD DO BUSINESS WITH SUCH BUYER OR SELLER; AND (D) AS TO THE ACCURACY OF ANY INFORMATION MADE AVAILABLE ON OR THROUGH THE SITE BY OR ON BEHALF OF ANY SELLER OR BUYER.

5. Release

Because WWRE is not a party to any User-to-User or User-to-"Third Party Provider" (as "Third Party Provider" is defined in Section 8) agreements, and has no control over the truth or accuracy of representations made by these parties, or the ability of parties to any such agreement to fulfill their part of any transaction, each User hereby releases and agrees to hold harmless WWRE, and its officers, directors, subcontractors (including without limitation technology providers) acting in their capacity of providing services to WWRE, agents, and employees from any and all claims, demands, and damages of every kind and nature (including, without limitation, actual, special, incidental and consequential), known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with the use of the Site or the Exchange, or any agreement or transaction between any User, on the one hand, and any other User (whether or not consummated) or any Third Party Provider, on the other hand. Some jurisdictions may not allow the exclusion of certain warranties, so the above exclusion may not apply to every User.

6. Transaction Fees

Users agree to pay the applicable transaction fee for any transaction on the Exchange regardless of whether or not such transaction is actually consummated. The transaction fee will be due to WWRE within thirty (30) days after receipt of the applicable WWRE invoice. In the event a User fails to pay all amounts due within thirty (30) days after receipt of the invoice, such unpaid amounts shall be deemed "overdue" and interest will accrue on such overdue amounts at a rate of one and one-half percent (1.5%) per month, or the maximum amount allowed by law, whichever is less. Users are responsible for paying all applicable taxes and all hardware, software, services and other costs and expenses incurred to access information or conduct transactions over the Site. Failure of either party to consummate a transaction does not relieve the obligation to pay the transaction fee due for such unconsummated transaction.

7. Good Faith and Fair Dealing

Each User hereby agrees to act in accordance with the principles of good faith and fair dealing when transacting on or through the Exchange. WWRE reserves the right to investigate any allegation or evidence of any User's failure to abide by the principles of good faith and fair dealing in connection with its use of the Exchange, and to fashion and enforce remedies, in its sole but reasonable discretion, in order to address any violation of such principles. For example, but not by way of limitation, it is a violation of a User's agreement to act in accordance with the principles of good faith and fair dealing to initiate transactions on the Exchange for the purpose of identifying potential buyers or sellers with whom such User can negotiate off the Exchange. Similarly, each User agrees not to manipulate the terms of a transaction for the purpose of reducing the transaction fee owed. If a User engages in such activity, said User will be liable to pay WWRE the applicable, appropriate transaction fee and will be subject to such other sanctions as the WWRE may determine as appropriate under the circumstances, in its sole but reasonable discretion.

8. Information posted on the Site

The Site contains news and information published by various third party providers, some of which may contain facts, views, opinions, analyses and recommendations of individuals and organizations deemed of interest. WWRE does not guarantee the accuracy, completeness, or timeliness of, or otherwise endorse, these views, opinions, analyses, or recommendations. Users assume sole responsibility and risk for use of such content.

The Site contains links to third party web sites not under the control or operation of WWRE. WWRE provides links only as a convenience and does not endorse, and is not responsible for the contents of, any linked site. Users assume sole responsibility and risk for use of such third party links.

Each User's postings to the Site are the sole responsibility of the User. Each User hereby acknowledges and agrees that WWRE has no obligation to monitor Site content or third party links, and expressly disclaims any responsibility of WWRE to filter any such content. However, WWRE reserves the right to take any action with respect to information posted on the Site that WWRE deems inappropriate in its sole discretion, including but not limited to the immediate removal of offensive or harmful content, or suspension or termination of any User's rights of use. Users shall not post information on the Site that is, or offer products or services for sale that are:

·

• fraudulent or related to the sale of counterfeit or stolen items;
• infringing of any third party's rights, including but not limited to copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy;
• transmitted anonymously or labeled under a false name;
• in violation of any applicable law, statute, rule or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising);
• obscene, indecent or pornographic;
• defamatory, trade libelous, threatening or harassing; or
• unsolicited or unauthorized advertisements, promotions, or other forms of solicitation.

14. Our relationship

Users and WWRE are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Usage Agreement, or the Terms and Conditions.

15. Termination

In its sole discretion, WWRE may restrict or terminate any User's usage of the Site or Exchange products or services, postings, or current bids immediately if said User breaches any of the Terms and Conditions, fails to pay any overdue amount as described in Section 6, or if WWRE is unable to verify or authenticate any information provided by the User. In its sole discretion, WWRE can enforce this provision against individual employees of a User, or the User itself. Users may terminate their IDs and passwords at any time. Notice of termination must be provided in accordance with the requirements set forth in Section 18. Each User agrees that, upon termination of this Usage Agreement, said User will pay all outstanding amounts owed to WWRE, in full, and honor all outstanding transactions and pending transactions. Any amount not due prior to thirty (30) days from the date the Usage Agreement is terminated is due within thirty (30) days after termination. Each User hereby acknowledges and agrees that in the event said User fails to pay all amounts due within thirty (30) days after termination of this Usage Agreement, such unpaid amounts shall be deemed "overdue" and interest will accrue on such overdue amounts at a rate of one and one-half percent (1.5%) per month, or the maximum amount allowed by law, whichever is less.

16. Statute of Limitations

Each User agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Site or the Exchange or these Terms and Conditions must be filed within one (1) year after such claim or cause of action arose or be forever barred.

17. Arbitration

Any controversy or claim arising out of or relating to the Terms and Conditions, including, without limitation, this Usage Agreement, shall be settled by binding arbitration, by a single arbitrator knowledgeable in both commercial transactions and the Internet services businesses generally, in accordance with the commercial arbitration rules (or international rules for disputes involving non-U.S. companies) of the American Arbitration Association ("AAA"). Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in the Alexandria, Virginia metropolitan area, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either WWRE or the User may seek any interim or preliminary relief from a court of competent jurisdiction in Alexandria City, Virginia necessary to protect the rights or property of WWRE or the User pending the completion of arbitration. Each User and WWRE agree that any dispute regarding the validity or scope of this arbitration clause shall be commenced in the state and/or federal courts located within Alexandria City, Virginia, and shall be governed by the laws of the Commonwealth of Virginia. The fees of the AAA shall be borne by the parties equally.

18. Notices

Except as explicitly stated otherwise or required by law, each User shall provide any notices to WWRE by postal mail to WorldWide Retail Exchange, LLC, ATTN: Legal Department, 625 N. Washington Street, Alexandria, VA 22314, and WWRE shall provide any notices to User at the email address that each User provides to WWRE at registration, or such other address as either party shall specify in a notification in accordance with this section. Notice shall be deemed given twenty-four (24) hours after the email is sent, unless the sending party receives notice that the address is invalid or the email has otherwise failed to reach the destination email address within such period. Alternatively, at its option, WWRE may give a User notice by commercial courier service or by certified mail, postage prepaid and return receipt requested, to the address provided to WWRE at registration. In such case, notice shall be deemed given when received by User.

19. Governing law and jurisdiction

This Usage Agreement and the relationship between any User and WWRE, unless otherwise stated in a separate agreement between any User and WWRE, shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia without regard to conflict of law provisions. Each User and WWRE agree that the provision of the 1980 United Nations Convention on Contracts for the International Sale of Goods shall not apply to any item sold on the Site or the Exchange. WWRE makes no representation that material on the Site is appropriate or available for use in other locations, or that the contents comply with local law. Those who choose to access this site from other locations do so on their own initiative and are responsible for compliance with local laws.

20. Indemnification

Without limiting the generality or effect of other provisions of this Usage Agreement, as a condition of use, each User agrees to indemnify, hold harmless, and defend WWRE and its parents, subsidiaries, affiliates, suppliers and their officers, directors, affiliates, subcontractors acting in their capacity of providing services to WWRE, agents and employees (collectively, "Indemnified Parties" and each, individually, an "Indemnified Party") against all costs, expenses, liabilities and damages incurred by any Indemnified Party in connection with any third party claims arising out of (a) such User's usage hereunder and/or engagement in transactions on the Site, including, but not limited to, failure of any products or services to meet specifications or breach of warranty, (b) such User's failure to comply with any applicable laws and regulations (including without limitation those regarding the export of products or technology abroad) or to obtain any licenses or approvals from the appropriate government agencies necessary to purchase or sell the subject goods and services, (c) such User's breach of any of its obligations set forth in the Terms and Conditions; and (d) infringement claims asserted against WWRE based on its use of User's intellectual and informational property; and (e) such User's agreements or transactions with Third Party Providers. User shall not settle any such claim without the written consent of the applicable Indemnified Party, which such consent shall not be unreasonably withheld.

21. Limitation of liability

IN NO EVENT SHALL THE WWRE, NOR ANY OFFICER, AFFILIATE, DIRECTOR, SHAREHOLDER, AGENT, SUBCONTRACTOR (INCLUDING WITHOUT LIMITATION TECHNOLOGY PROVIDERS AND SUPPLIERS) ACTING IN ITS CAPACITY OF PROVIDING SERVICES TO WWRE, OR EMPLOYEE BE LIABLE TO ANY USER OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS, EARNINGS, OR BUSINESS OPPORTUNITIES, OR EXPENSES OR COSTS, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, RESULTING DIRECTLY OR INDIRECTLY FROM, OR OTHERWISE ARISING (HOWEVER ARISING, INCLUDING NEGLIGENCE) OUT OF: THE USE OF THE SITE BY THE USER, INCLUDING, BUT NOT LIMITED TO, DAMAGES RESULTING FROM OR ARISING OUT OF SUCH USER'S RELIANCE ON THE SITE AND/OR THE EXCHANGE, OR THE MISTAKES, OMISSIONS, INTERRUPTIONS, ERRORS, DEFECTS, DELAYS IN OPERATION, NON-DELIVERIES, MISDELIVERIES, TRANSMISSIONS, EAVESDROPPING BY THIRD PARTIES, OR ANY FAILURE OF PERFORMANCE OF THE SITE AND/OR THE EXCHANGE; ANY AGREEMENT ENTERED INTO BETWEEN ANY USER AND ANY THIRD PARTY (OR THE NEGOTIATIONS OR DISCUSSIONS CONDUCTED IN ANTICIPATION OF ANY SUCH AGREEMENT), WHETHER OR NOT SUCH THIRD PARTY IS A THIRD PARTY PROVIDER AS DEFINED IN THIS USAGE AGREEMENT; THE TERMINATION OR SUSPENSION OF A USER'S ID AND PASSWORD BY THE WWRE PURSUANT TO THE TERMS AND CONDITIONS; THE FAILURE, OR ALLEGED FAILURE, OF ANY PRODUCT OR SERVICE PURCHASED OR TRANSFERRED PURSUANT TO THE EXCHANGE TO CONFORM TO ANY SPECIFICATIONS OR TERMS, WHETHER PUBLISHED ON THE EXCHANGE OR NOT; THE BREACH, OR ALLEGED BREACH, OF ANY WARRANTY, EXPRESS OR IMPLIED, RELATING TO ANY SUCH PRODUCT, SERVICE OR SHIPMENT; OR GOVERNMENT RESTRICTIONS, STRIKES, WAR, ANY NATURAL DISASTER OR FORCE MAJEURE, OR ANY OTHER CONDITION BEYOND THE WWRE'S REASONABLE CONTROL. WWRE'S LIABILITY TO ANY USER OR ANY THIRD PARTY IN ANY CIRCUMSTANCES IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF TRANSACTION FEES PAID BY SAID USER OR PARTY IN THE ONE MONTH PERIOD PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (B) $1000. Some states do not allow the limitation of liability for consequential or incidental damages, so the foregoing limitation may not apply to you.

22. Government Users

If any User is an agency or department of the U.S. Government (the "Government"), the use, duplication, reproduction, release, modification, disclosure, or transfer of the Exchange, or any related documentation of any kind, including but not limited to technical data or manuals, is restricted in accordance with FAR 12.212 for civilian agencies and DFAR Supplement 227.7202 for military agencies. The software made available from, on or through this Site is commercial computer software and commercial computer software documentation. The use of the software made available from, on or through this Site by the Government is further restricted in accordance with the Terms and Conditions.

23. Miscellaneous Provisions

These Terms and Conditions constitute the entire agreement and understanding between the parties with respect to the User's use of the Site and the Exchange, and supersede and replace any and all prior written or verbal agreements. Headings are for reference only. A party's failure to insist upon or enforce strict performance of any provision of the Terms and Conditions shall not be construed as a waiver of any provision or right. Neither the course of conduct between a User and WWRE nor trade practice shall act to modify any provision of the Terms and Conditions. If any particular provision of the Terms and Conditions is held to be invalid or unenforceable, such determination shall not affect any other provision of the Terms and Conditions which shall remain in full force and effect. In addition, if any provision contained in the Terms and Conditions shall for any reason be held to be excessively broad as to activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with applicable law. These Terms and Conditions may not be assigned or transferred to third parties by any User without prior written permission from WWRE. User shall not be construed to be a third party beneficiary of any agreement between the WWRE and any supplier to the WWRE.

24. Copyright and trademark notices

The entire contents of the Site are copyrighted under the United States copyright laws. WWRE or its licensors are the exclusive owners of the copyrights.

"WWRE," "WorldWide Retail Exchange," and the WWRE logo are trademarks of the WorldWide Retail Exchange, LLC.




Version 4
Date: December 2001

PRIVACY AND
CONFIDENTIALITY
POLICY

WWRE has a strong commitment to your privacy and the confidentiality of the information we collect. WWRE provides this Privacy and Confidentiality Policy ("Policy") for the benefit of all of its visitors and Users. If you have any questions or concerns regarding WWRE's information practices, or this Policy, please contact us.

This Policy and the Usage Agreement govern your use of the Site and participation in the Exchange, and, together, constitute the "Terms and Conditions." By clicking on the "I AGREE" button below, or signing a hard copy of the form and faxing it to the number indicated, each User accepts and is legally bound by the Terms and Conditions.

Notice to European Users. Please note that the information you enter on the WWRE web site ("Site"), or otherwise provide to WWRE, will be transferred outside of the European Economic Area, for the purposes of processing, by WorldWide Retail Exchange, LLC, a company located in Alexandria, Virginia, U.S.A., or its subsidiaries or affiliates located elsewhere, in order to provide you with the services of this Site and the Exchange. You are advised that the United States uses a sectoral model of privacy protection that relies on a mix of legislation, governmental regulation, and self-regulation. You are further advised that the Council of the European Union has found that this model does not provide "adequate" privacy protections as contemplated by Article 25 of the European Union's Data Directive. (Directive 95/46/EC). By agreeing to this Policy, you consent to the transfer of all such information to the United States and the processing of that information by WWRE in the manner described in this Policy.

Contact Information. When you sign-up to participate on the Exchange, we will ask you for certain information that identifies you and allows us to contact you ("Contact Information"). We collect Contact Information to provide the requested products and services. We may also use Contact Information to contact you regarding new WWRE product offerings. We will provide you the opportunity to limit or refuse these types of communications.

Occasionally, we may provide your Contact Information to WWRE business partners whose products or services might be of interest to you. We will provide you the opportunity to limit or deny third party access to your Contact Information. WWRE may name your company as a user in advertising, promotional, and marketing materials.

We may disclose aggregate information about our users with advertisers, business partners, sponsors, and other third parties. This data is used to customize the content and advertising of our Site, and to provide the best customer experience possible. Aggregate information will not reveal the identity of any individual or company.

WWRE has implemented technical, environmental, and administrative measures to protect against the loss, misuse and alteration of all information under its control.
While WWRE links to web sites that share its respect for privacy, WWRE is not responsible for the information practices or the content of such web sites.

Transactional Data. WWRE will collect data from your interaction with the Site and your use of WWRE's products and services ("Transactional Data"). WWRE will maintain such Transactional Data in strict confidence and with complete security. WWRE may make limited use of Transactional Data, consistent with the Usage Agreement. WWRE will not disclose company-specific Transactional Data. Transactional Data will only be disclosed in aggregate form, without any information that would directly or indirectly reveal the identity of an individual firm. WWRE will disclose only historical Transactional Data. Any such disclosure will not threaten to reveal competitively sensitive information or provide the opportunity for anti-competitive behavior.

AS SIGNIFIED BY MY ELECTRONIC CONSENT, I HAVE READ, UNDERSTAND, AND HEREBY AGREE TO ABIDE BY THE TERMS SET FORTH IN THESE TERMS AND CONDITIONS.
If you prefer to sign and fax this form to WWRE, please complete the spaces below and fax to 703-234-5200, ATTN: WWRE Legal
Signature: __________________________
Print Name: _________________________
Print Title: __________________________
Print Company: ______________________
Telephone Number: ___________________
(for use if WWRE has trouble receiving this form)