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 SERVICE AGREEMENT                           
TERMS OF SERVICE AGREEMENT

Your use of the NetCity Mall, Inc. web site (the "NetCity Mall Site"), as well as any and all information, products and services on or available through or from the NetCity Mall Site, including without limitation all services provided by NetCity Mall (collectively, the "Services"), shall be governed by the policies, terms and conditions hereinafter set forth (the "Terms and Conditions").

Your use of the NetCity Mall Site and/or any of the Services constitutes your acknowledgment of and agreement to be bound by these Terms and Conditions, and shall constitute a waiver of any right you may otherwise have had to object to these Terms and Conditions. As a condition of your use of the NetCity Mall Site or any of the Services, you hereby represent and warrant that you will not use the NetCity Mall Site or any of the Services for any purpose that is unlawful or otherwise prohibited by these Terms and Conditions. If you do not agree with any of the Terms and Conditions, you are not authorized to use the NetCity Mall Site or the Services.

NetCity Mall reserves the right to modify, amend, update and change the NetCity Mall Site and/or these Terms and Conditions from time to time without notice to users of the NetCity Mall Site or the Services. You are responsible for regularly viewing these Terms and Conditions. NetCity Mall also reserves the right, at any time and from time to time, to modify or discontinue, temporarily or permanently, any of the Services, with or without notice. You agree that NetCity Mall shall not be liable to you or to any third party for any modification, amendment, suspension, discontinuance or other change to the NetCity Mall Site, the Services or these Terms and Conditions.

SERVICES

NetCity Mall currently provides its users with numerous Services. In order to use the Services, you will need to obtain access to the Internet. You will also need certain equipment to access the Services, such as a computer, modem and/or other access devices. You agree to pay for your Internet access and for any necessary equipment, and acknowledge that NetCity Mall is not responsible for any costs, fees or expenses associated with such access.

Unless explicitly stated otherwise, any termination, cancellation, modification, suspension or elimination of, or any changes, revisions, amendments or additions to, NetCity Mall's current or future Services, including the introduction or release of new Services, shall be governed by these Terms and Conditions. All Services are provided by NetCity Mall for a minimum service term equal to the period for which the service was initially paid, during which time the service is non-refundable. After the conclusion of your initial service term, all Services are cancelable on thirty (30) days notice to NetCity Mall in writing or via e-mail. All Services are automatically renewed for a period equal to the initial service term unless notice is given to NetCity Mall in writing or via e-mail thirty (30) days prior to the expiration of the immediately preceding term. The only exception to this policy is the Pay Per Customer program for which all deposits made are non-refundable.

NetCity Mall expressly reserves the right, in its sole discretion and for any reason whatsoever, to cancel, modify, suspend, terminate or otherwise change or eliminate any of its Services, and you acknowledge and agree that NetCity Mall shall not be liable to you or to any third party for any such change to or termination of the Services.

In the event you fail to timely pay for any Services provided by NetCity Mall, NetCity Mall reserves the right to forward your account to legal representation or a credit and collection agency to insure payment in full. If your account is forwarded to our legal representative or a credit and collection agency, you will be responsible for all amounts due and owing for the Services, as well as for any and all costs and fees associated with said collections, including without limitation any and all professional fees and costs associated therewith.

All clients are allotted a maximum 1 (one) hour of maintenance for their respective sites with no additional monthly fees. If any client exceeds 1 (one) hour of maintenance they will be advised of additional charges and billed accordingly to the credit card on file.

SITE CONTENT AND INFORMATION

The NetCity Mall Site may include information that is inaccurate, incomplete, unreliable or outdated. NetCity Mall does not make any representations or warranties with respect to the information contained on the NetCity Mall Site, and does not guarantee that such information is complete, accurate, current or reliable. NetCity Mall hereby disclaims all liability for any information that is incomplete, inaccurate, unreliable or outdated. Any reference to or description within the NetCity Mall Site of products, services or publications shall not be deemed an endorsement of such products, services or publications. NetCity Mall does not provide legal, financial, medical or other professional or personal services. Should legal, financial, medical or other professional, personal or expert advice or other assistance be sought, these services should be obtained from a qualified professional.

NetCity Mall does not control the information and other content posted by other parties and, as such, does not guarantee the accuracy, integrity or quality of such content. You understand that by using the NetCity Mall Site and the Services, you may be exposed to information or other content that is offensive, indecent or objectionable. Under no circumstances will NetCity Mall be liable in any way for any such content, including without limitation any errors or omissions in said content, or for any loss or damage of any kind incurred as a result of the use of any information posted, e-mailed or otherwise transmitted via the NetCity Mall Site or the Services.

LINKS

The NetCity Mall Site contains links to other web sites, web pages, services and resources that are operated by NetCity Mall and/or other persons, firms or entities with which NetCity Mall has a business relationship (each referred to hereinafter as a "Site"). NetCity Mall is not responsible for the contents or availability of any Site which is not owned or directly controlled by NetCity Mall and does not endorse and is not responsible in any way for any content, advertising, products, services or other materials on or available at, from or through such Sites. Your use of any Site is subject to the terms of use, if any, set forth at such Site. In the event there is any inconsistency, conflict or discrepancy between the Terms and Conditions contained herein and the terms and conditions of a Site, the terms and conditions set forth at the Site shall govern and control your use of that Site. You agree that NetCity Mall shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any such content, advertising, products, services or other materials on or available at, from or through any such Site.

AUTHORIZED USE OF MATERIALS

The contents of the NetCity Mall Site and the Services are intended solely for your personal, non-commercial use. You are hereby authorized to view, copy, print and distribute the materials provided on these web sites only for personal, informational and non-commercial use. You may not modify, reformat, display, transmit, publish, license, create derivative works from, reproduce, duplicate, copy, transfer, distribute, sell, resell or otherwise exploit for any commercial purposes any information, software, products or services obtained from or made available through the NetCity Mall Site and/or the Services. You may not modify or alter any of the documents or graphics that appear on the NetCity Mall Site. You hereby agree that, when you use the NetCity Mall Site or the Services, you are not receiving a license or any other rights from NetCity Mall, including any intellectual property or other proprietary rights of NetCity Mall or any third party with which NetCity Mall is affiliated. You understand that you have no rights to the Services or any other property of NetCity Mall except as set forth in these Terms and Conditions.

MEMBER CONDUCT

You agree to provide true, accurate, current and complete information about yourself in connection with your use of the NetCity Mall Site and/or the Services. In the event you provide any information which is untrue, inaccurate, not current or incomplete, or if NetCity Mall has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, NetCity Mall has the right to immediately suspend, terminate or restrict your use of the NetCity Mall Site or the Services.

If at any time your website is not accessable via the internet, we reserve the right to immediately deactivate your WorldMall.com link. We will then contact you via the billing email of record and request that you notify WorldMall.com that your website is again available via the internet.

You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials (cumulatively, "Content"), whether publicly posted or privately transmitted, are the sole responsibility of the party from whom or which such Content originated. This means that you, and not NetCity Mall, are entirely responsible for all Content that you upload, post, e-mail or otherwise transmit via the NetCity Mall Site or through any of the Services. You represent and warrant that you have the requisite legal rights to and ownership of any information which you upload, post, e-mail or otherwise transmit, and that such uploading, posting, e-mailing or other transmission will not violate any law or the rights of any other person. By posting any Content on the NetCity Mall Site, you give NetCity Mall the royalty-free, irrevocable, perpetual, worldwide right to allow NetCity Mall to use, distribute, display and create derivative works from such Content, without any restriction or responsibility to you.

You agree not to use the NetCity Mall Site or the Services:

1. in violation of these Terms and Conditions, any applicable laws, or the rights of any other person;
2. to upload, post, e-mail or otherwise transmit any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, distasteful, libelous, invasive of another's privacy, hateful or racially, ethnically, sexually or otherwise objectionable;
3. to harm minors in any way, including without limitation encouraging interactions with minors of a sexual nature;
4. to impersonate or misrepresent a relationship with any person or entity, including without limitation a NetCity Mall employee or officer, or to falsely state or otherwise misrepresent your identity or your affiliation with a person or entity;
5. to manipulate the NetCity Mall Site or the Services in any way in order to disguise the origin of any Content transmitted via the NetCity Mall Site or the Services;
6. to upload, post, e-mail or otherwise transmit any Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as, but not limited to, inside information, or proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements);
7. to upload, post, e-mail or otherwise transmit any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
8. to upload, post, e-mail or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, except in those areas (i.e., auction forums), if any, that are expressly designated for such purpose;
9. to upload, post, e-mail or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment of NetCity Mall or any other users of the NetCity Mall Site or the Services;
10. to interfere with or disrupt the NetCity Mall Site or the Services, or any of the NetCity Mall servers or networks, or disobey any requirements, procedures, policies or regulations of any network connected to the NetCity Mall Site;
11. to interfere with or disrupt any other party's use and enjoyment of the NetCity Mall Site and/or the Services;
12. to violate, intentionally or unintentionally, any applicable local, state, national or international law, including without limitation regulations promulgated by the United States Securities and Exchange Commission, any rules of any national or other securities exchange, including without limitation the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any other regulations having the force of law;
13. to "stalk" or otherwise harass, threaten or abuse another person; or
14. to collect or store personal data about other users, for commercial use or otherwise, without their consent.

You acknowledge that NetCity Mall does not pre-screen Content, but that NetCity Mall and its designees shall have the right (but not the obligation), in its sole discretion, to refuse or remove any Content that is available via the NetCity Mall Site or the Services. Without limiting the foregoing, NetCity Mall and its designees shall have the right to remove any Content that violates these Terms and Conditions or, in NetCity Mall's sole discretion, is otherwise objectionable. You agree that you bear all risks associated with the use of any Content, including any reliance on the accuracy, completeness or usefulness of such Content.

You acknowledge and agree that NetCity Mall may preserve Content and may also disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process or government request; (b) enforce these Terms and Conditions; (c) respond to claims that any Content violates the rights of third-parties; or (d) protect the rights, property or personal safety of NetCity Mall, users of the NetCity Mall Site and the Services, and/or the public.

TERMINATION

NetCity Mall reserves the right, in its sole discretion and for any reason whatsoever, to cancel, terminate, suspend or restrict, permanently or temporarily, your access to the NetCity Mall Site and/or any or all of the Services, at any time and without prior notice. NetCity Mall may also remove any Content that you post, and cancel, modify, suspend, terminate or otherwise change or eliminate any of the Services it provides, without cause and without prior notice to you. You agree that NetCity Mall shall not be liable to you or any third party for any cancellation, termination, suspension or restriction of your access to the NetCity Mall Site and/or the Services, or for any change to or termination of the Services. In the event NetCity Mall terminates your access to the NetCity Mall Site and/or any or all of the Services, or terminates any of the Services it provides, NetCity Mall will reimburse you on a pro rata basis for all pre-paid amounts, if any, attributable to the post-termination period.

DISCLAIMER OF WARRANTIES

YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. YOU UNDERSTAND THAT THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES, TEXT, GRAPHICS, LOGOS, LINKS OR OTHER ITEMS AND MATERIALS INCLUDED IN OR AVAILABLE AT, FROM OR THROUGH THE NETCITY MALL SITE OR ANY OTHER SITE TO WHICH THE NetCity Mall SITE IS LINKED, DIRECTLY OR INDIRECTLY, ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND. ALL SUCH ITEMS AND MATERIALS MAY BE UPDATED OR CHANGED BY NetCity Mall AT ANY TIME WITHOUT PROVIDING PRIOR NOTICE OF SUCH INTENDED CHANGE. NetCity Mall RESERVES THE RIGHT TO UPDATE THE INFORMATION AND MATERIALS CONTAINED IN THE NETCITY MALL SITE, BUT IS UNDER NO OBLIGATION TO DO SO.

TO THE FULLEST EXTENT PERMITTED BY LAW, NETCITY MALL HEREBY DISCLAIMS ALL IMPLIED WARRANTIES OF ANY KIND, INCLUDING WARRANTIES OF MERCHANTABILITY, SUITABILITY, INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR FITNESS FOR A PARTICULAR PURPOSE. NetCity Mall MAKES NO WARRANTY THAT THE SERVICES WILL BE PROVIDED WITHOUT INTERRUPTION, IN A TIMELY AND SECURE MANNER, OR WITHOUT ERRORS OR DEFECTS. NetCity Mall DOES NOT WARRANT THAT THE RESULTS OBTAINED FROM YOUR USE OF THE NetCity Mall SITE OR THE SERVICES WILL MEET YOUR EXPECTATIONS. NetCity Mall ASSUMES NO RESPONSIBILITY FOR ANY INACCURACIES, TYPOGRAPHICAL ERRORS OR OMISSIONS CONTAINED IN THE NetCity Mall SITE OR ANY SITE TO WHICH THE NETCITY MALL SITE IS LINKED, DIRECTLY OR INDIRECTLY, OR ANY OFFENSIVE OR OTHERWISE OBJECTIONABLE CONTENT CONTAINED IN THE NETCITY MALLl SITE OR ANY SITE TO WHICH THE NETCITY MALL SITE IS LINKED.

LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL NETCITY MALL OR ANY SUBSIDIARY, AFFILIATE, OFFICER, DIRECTOR, SHAREHOLDER, AGENT, EMPLOYEE OR REPRESENTATIVE THEREOF BE LIABLE TO YOU OR ANY THIRD PARTY MAKING A CLAIM THROUGH YOU FOR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO ANY SPECIAL, INCIDENTAL, DIRECT, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION OR LOSS OF INFORMATION OR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, UNAUTHORIZED ACCESS TO AND/OR TAMPERING WITH YOUR PERSONAL INFORMATION OR RECORDS) ARISING OUT OF OR RELATED TO THE USE, INABILITY TO USE, UNAUTHORIZED USE, PERFORMANCE OR NON-PERFORMANCE OF THE NetCity Mall MALL SITE OR SERVICES, EVEN IF NETCITY MALLHAS BEEN ADVISED OF THE POTENTIAL FOR SUCH DAMAGES AND WHETHER SUCH DAMAGES ARISE IN CONTRACT, NEGLIGENCE, TORT, UNDER STATUTE, IN EQUITY, AT LAW OR OTHERWISE.

INDEMNIFICATION

You agree to indemnify and hold NetCity Mall, its subsidiaries, affiliates, directors, officers, shareholders, agents and employees harmless from and against any loss, damage, liability, cost or expense of any kind, including attorneys? fees, incurred by NetCity Mall in connection with a third party claim, demand or otherwise, due to, arising out of, related to or otherwise attributable to (i) any content which you submit, post to, e-mail or transmit through or over the NetCity Mall Site or any of its Services, (ii) your use of the NetCity Mall Site, any other Site or the Services, (iii) your violation of these Terms and Conditions, or (iv) your violation of any rights of any third party.

COPYRIGHT AND TRADEMARK NOTICES

All contents of the NetCity Mall Site, including all screens and portions thereof, graphics, original text elements, site design, logos, pictures and icons, as well as the selection, format and organization thereof, constitute proprietary and confidential information that is protected by applicable intellectual property and other laws. Except as expressly authorized by NetCity Mall in writing or otherwise required by applicable law, any rent, lease, sale, modification, duplication, distribution, alteration, retransmission, or publication of any intellectual property or proprietary information of NetCity Mall is strictly prohibited.

All contents of the NetCity Mall Site are Copyright ? 1994-2000 by Management Systems and Training, Inc. "NetCity Mall" is a trademark of Management Systems and Training, Inc.

All rights not expressly granted herein are reserved.

NOTICES

Notices to you may be made via e-mail or regular mail. Notices from you to NetCity Mall may also be made via e-mail or regular mail. NetCity Mall may (but is not obligated to) provide notices of changes to the Terms and Conditions or other matters by displaying notices or links to notices generally on the NetCity Mall Site.

GOVERNING LAW

These Terms and Conditions shall be interpreted, construed, governed by and enforced in accordance with the laws of the State of New York. Under no circumstances shall the laws of any other state be applied, even where such a result would be indicated by choice of law rules. By using the NetCity Mall Site or the Services, you hereby irrevocably consent to the personal and exclusive jurisdiction and venue of Federal and state courts in Monroe County, New York regarding any and all disputes relating to these Terms and Conditions or your use of the NetCity Mall Site or the Services.

GENERAL

These Terms and Conditions shall constitute the sole agreement and understanding between you and NetCity Mall regarding the matters set forth herein, and any and all previous agreements and understandings between or among you and NetCity Mall regarding the subject matter hereof, whether written or oral, are superseded by these Terms and Conditions. No agreement or other understanding purporting to modify these Terms and Conditions shall be binding upon NetCity Mall unless otherwise agreed to by NetCity Mall in writing. Any such permitted alterations to the NetCity Mall Site or to these Terms and Conditions by NetCity Mall shall become immediately effective on the date said changes first appear on the NetCity Mall Site. The failure of NetCity Mall to exercise or enforce any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision. Any provision of these Terms and Conditions which is invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining provisions hereof; and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.