ACKNOWLEDGMENT AND ACCEPTANCE OF SERVICE AGREEMENT

I. MyFoodVendor.com ("Listing Service" or the "Service"), owned and operated by ALT, L.L.C. ("ALT") and Turmo Promotions, L.L.C. (?WEBDESIGNER?) is providing the services described herein to you ("you" or "Vendor") under the terms and conditions of this Listing Service Agreement (the "Agreement").

II. ALT and WEBDESIGNER operate and maintain this Listing Service.

III. BY COMPLETING THE REGISTRATION FROM YOU REPRESENT AND WARRANT THAT YOU ARE 18 YEARS OF AGE OR OLDER, THAT YOU AGREE TO PROVIDE TRUE, ACCURATE, CURRENT AND COMPLETE INFORMATION (INCLUDING AN ACCURATE EMAIL ADDRESS) AS PROMPTED BY THE REGISTRATION FORM, AND THAT YOU AGREE TO BE BOUND BY THIS AGREEMENT.

IV. The LISTING SERVICE reserves the right, in its sole discretion, in the future, to change, modify, add or remove all or part of the Agreement at any time.

V. DESCRIPTION OF LISTING SERVICE

A. MyFoodVendor. com is a fee-based service provided by ALT and WEBDESIGNER to include your web site in this Listing Service directory of businesses located on the Directory Sites. The current fee schedule is as follows: $24.95 for thirty days, payment to be made through the website. This amount is nonrefundable. Inclusion in the Directory Sites is guaranteed. Your web site's continued inclusion in the Directory Sites will be subject to additional review each year and to the applicable, then current NON-REFUNDABLE recurring fees ("Recurring Fee").

B. In order for Listing Service to consider your site for initial inclusion or continued inclusion in the Directory Sites, you must either submit a valid credit card number as part of the submission or extension process or have made payment arrangements with ALT offline. You agree that your credit card will be charged the then current, applicable NON-REFUNDABLE fee for this Listing Service. MyFoodVendor.com, however, reserves the right to remove your site if it fails to meet the minimum criteria in section VII below.

C. Nonpayment and/or failure to pay Listing Service will result in suspension of the vendor?s account and/or listing one week from the date of last expected payment. For monthly accounts payment shall be received to renew the new thirty-day term on the twenty-third day of the monthly term.

D. Renewal of accounts shall be automatic on the same terms if notice is not received from the vendor in writing by the twenty-third day, for thirty day accounts.

E. If payment is not received within three days of the commencement of the new term Listing Service reserves the right to cancel this agreement for nonpayment upon written notice to the vendor. We may also cancel the account if the vendor fails to meet the requirements as listed in section VII. This section includes, but is not exhaustive of the minimum requirements to include this account on XYZ Listing Service.

F. The Listing Service includes

Listings in each category Vendor provides a service and in the location(s) they prefer in accordance with the information provided in vendor?s Information Guide

VI. NOTHING IN THIS AGREEMENT OBLIGATES LISTING SERVICE TO PLACE YOUR SITE WITHIN A SPECIFIC CATEGORY OR SUBCATEGORY OF THE DIRECTORY, OR TO PROVIDE ANY COMMENTS OR ANNOTATIONS WITH THE LISTING OF YOUR SITE.

VII. MINIMUM SITE CRITERIA

A. All web sites submitted to Listing Service must meet the following minimum criteria:

1. If the site is a commercial web site, the official business name must be visible to any visitor to that site;

2. The site must clearly define its purpose, products, and/or services;

3. The site must contain substantively unique content, as determined by Listing Services? staff (for example, a user who submits multiple URLs to the same content is not submitting substantively unique content);

4. If the site is applicable to a specific geographic region, the address must be visible to any visitor to that site;

5. All links on the site must work (and must link to relevant content);

6. The site must be in the English language (or have an English version available);

7. The site must support multiple browsers and capabilities (e.g., no Java-only sites);

8. The site must be up and running 24 hours a day, 7 days a week (With minimal periods of downtime for maintenance and or server errors);

9. The site must not contain any content, products, goods, services or other information that, in Listing Services? reasonable determination, may be illegal to sell under any applicable law, statute, ordinance or regulation, that may infringe or violate anyone's rights, or that, Listing Services believes, in its sole discretion, is inflammatory, offensive, or otherwise inconsistent with the spirit and/or purpose of MyFoodVendor.com.

B. All vendor information submitted to Listing Service on its INFORMATION GUIDE must meet the following criteria:

1. Vendors must submit current contact information including, but not limited to business name; address; city; state; zip; telephone number; e-mail address; and

2. Vendors must sell products, good and/or services that are consistent with the spirit and/or purpose of Listing Service.

C. THESE CRITERIA ARE MINIMUM REQUIREMENTS ONLY, AND LISTING SERVICE IN ITS SOLE DISCRETION, MAY CONSIDER OTHER CRITERIA BEFORE ACCEPTING OR REJECTING A SITE AND/OR A VENDOR.

VIII. SELECTION AND LISTING OF SITES

A. Listing Service reserves the right to decide whether, where, and how a site is listed in the Directory Sites. If Listing Service accepts your site for inclusion in their Directory Site, Listing Service will consider your preferences as set out by you on the INFORMATION GUIDE, but reserves the right to list your site in any category or subcategory as Listing Service deems appropriate, in its sole discretion. Once Listing Service accepts a site for inclusion in the Directory Site, that site shall be treated as any other listing in the Directory Site. Listing Service reserves the right not to include any specific keywords, comments, or annotations with the listing of a site in the Directory Site.

B. Listing Service also reserves the right, in its sole discretion, to remove your site from the Directory Site, move the listing to a different category or subcategory, and change or remove any keywords, comments, or annotations at any time, for any reason, including but not limited to, a change in the nature, business, goods, or services or content available on the site.

IX. RESPONSIBILITY FOR INFORMATION

A. You are responsible for insuring the information included in your listing is accurate. Potential customers will rely on the listing information in order to contact you.

B. You are responsible for protecting against unauthorized access to your password and to your computer. You are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password.

X. VENDOR PRIVACY

A. Listing Service maintains information about Vendor on Listing Services? servers, including but not limited to Vendor?s registration information. Vendor agrees that Listing Service may use such information in aggregate form for marketing or other promotional purposes. Vendor agrees that Listing Service may disclose such information in the good faith belief that such action is reasonably necessary: (a) to comply with the law or legal process; (b) to enforce this Agreement; or (c) to protect the rights or interests of Listing Service or others; provided, however, that nothing in this section shall impose a duty on Listing Service to make any such disclosures.

B. Listing Service may contact Vendor regarding Listing Service using the Vendor's email address provided during the registration process (or as updated by Vendor). Such email messages may contain opportunities regarding special offers and new products from Listing Services? advertisers.

XI. INDEMNITY

Vendor agrees to indemnify, defend and hold harmless MyFoodVendor.com, ALT and WEBDESIGNER, and their respectived parents, subsidiaries, affiliates, officers, directors, shareholders, employees and agents, from any claim or demand, including reasonable attorney's fees, made by any third party due to or arising out of Vendor's use of or listing in the Service, the acceptance or rejection of Vendor's suggested site, any alleged violation of this Agreement, or any alleged violation of any rights of others. MyFoodVendor.com, ALT and WEBDESIGNER each reserve the right, at its or their own expense, to assume the exclusive defense and control of any matter subject to indemnification by Vendor, which shall not excuse Vendor's indemnity obligations.

XII. DISCLAIMER OF WARRANTIES AND LIABILITIES

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER THIS AGREEMENT NOR ANY DOCUMENTATION FURNISHED UNDER IT IS INTENDED TO EXPRESS OR IMPLY ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO SOME OF THESE EXCLUSIONS MAY NOT APPLY TO YOU.

LISTING SERVICE, AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS, SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES OR LEGAL OR EQUITABLE THEORIES WHATSOEVER, FOR ANY LOSS OF BUSINESS, PROFITS OR GOODWILL, LOSS OF USE OR DATA, INTERRUPTION OF BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, EVEN IF LISTING SERVICE IS AWARE OF THE RISK OF SUCH DAMAGES, THAT RESULT IN ANY WAY FROM VENDOR'S USE OF OR INABILITY TO USE THIS SERVICE, LISTING SERVICES? ACCEPTANCE OR REJECTION OF A SUGGESTED SITE, OR LISTING SERVICES? CONTINUED LISTING OF A SITE IN THE DIRECTORY SITES.

MyFoodVendor.com AND/OR ALT AND/OR WEBDESIGNER?S LIABILITY TO VENDOR SHALL NOT, FOR ANY REASON, EXCEED THE AMOUNT ACTUALLY PAID BY VENDOR TO LISTING SERVICE UNDER THIS AGREEMENT.

XIII. FORCE MAJEURE

Listing Service is not liable for any delay or failure in performance under the Agreement resulting directly or indirectly from acts of God, terrorism, or other causes beyond its reasonable control.

XIV. NOTICES

Any notices or communications under the Agreement shall be by electronic mail or in writing and shall be deemed delivered upon receipt to the party to whom such communication is directed, at the addresses specified below. If to Listing Service, such notices shall be addressed to MyFoodVendor.com or to ALT, L.L.C. at 21 Hamburg Turnpike, Unit 21, Bulter, New Jersey 07405. If to Vendor, such notices shall be addressed to the electronic or mailing address specified in Vendor's Service Registration Form/Information Guide, or such other address as either party may give the other by notice as provided in this Section. It is the Vendor's responsibility to provide an accurate address and to ensure that Listing Service is notified of any changes to Vendor's address as specified in this Section.

XV. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the Service and supersedes all previous or contemporaneous proposals, both oral and written, representations, writings and all other communications between the parties with respect to such subject matter, excluding the Listing Service Terms of Service and the Listing Service Privacy Policy.

XVI. GENERAL

The Agreement and the relationship between Vendor and Listing Service are governed by the Laws of the State of New Jersey, U.S.A. without regard to that state's conflict of laws rules. Vendor and Listing Service hereby submit to the personal and exclusive jurisdiction of the Superior Court of the State of New Jersey, Passaic County for the resolution of disputes arising from or in connection with this Agreement. Listing Services? failure to exercise or to enforce any right or provision of the Agreement will not constitute a waiver of such right or provision. If any provision of the Agreement is found by a Court of Competent Jurisdiction to be invalid, the parties nevertheless agree that the Court should endeavor to give effect to the parties' intentions as reflected in the provision and in the Agreement, without statutory presumptions against the drafter, and they agree that all other provisions of the Agreement will remain in full force and effect. The parties expressly agree that the United Nations Convention for the International Sale of Goods does not apply to this Agreement. Vendor agrees that regardless of any Statute or Law to the contrary, any claim or cause of action arising out of or related to the Service herein provided or to the Agreement must be filed in the Superior Court of the State of New Jersey, Passaic County within one (1) calendar year after such claim or cause of action arose or be forever barred. Vendor agrees to pay all fees associated with the resolution of any disputes.

The section titles in the Agreement are for convenience only and have no legal or contractual effect.

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