REGISTRATION
To become a SOUPERSTORE LEASEE, you must, in addition to selecting the SouperStore Program you desire to lease, submit certain registration data. This registration data shall include, but shall not be limited to, your name, address, business address, e-mail address, phone number and your credit card number and other billing information. You hereby certify that all of the registration data you provide to CYBERSOUP is accurate and complete, and you agree to notify CYBERSOUP within seven (7) days of any changes to such data. CYBERSOUP reserves the right, in its sole discretion, to refuse to provide a SOUPERSTORE to you for any reason.

PAYMENT
SOUPERSTORE LEASEE agrees to pay the cost of a store lease at the present posted rate plus monthly hosting fees which may be subject to change. SOUPERSTORE LEASEE will always be notified of such proposed change by company posting and/or personal written notification 30 days in advance of such proposed change.

BILLING
Billing for the CYBERSOUP SOUPERSTORE and hosting services shall be via PayPal with valid credit card or bank account debit. CYBERSOUP, in its sole discretion, shall determine the prices it will charge for the services, and the terms and conditions applicable to the same. CYBERSOUP may, upon providing thirty (30) days' notice to you, amend such pricing and/or terms and conditions. If you do not agree to the change(s), you may terminate your services as provided herein within that thirty (30) days; otherwise all such changes shall thereafter be effective with respect to your account, and you agree those new fees.

LIMITED LICENSE
CYBERSOUP grants SOUPERSTORE LEASEE a non-exclusive, non-transferable, limited license to lease the CYBERSOUP SOUPERSTORE for the sole purposes of creating and operating a Web site pursuant to the terms and conditions set forth herein. This Agreement does not constitute a license to use CYBERSOUP's trade names, service marks, trademarks, or any other CYBERSOUP proprietary marks.

USAGE GUIDELINES
CYBERSOUP shall have unlimited discretion to approve or reject any SOUPERSTORE LEASEE applicant who desires to obtain a licensed Internet Store, and to review from time to time the customer's use of the said Store in order to prevent the sale, publication or transmission of any information, material, products or services deemed by CYBERSOUP to be unacceptable. You may not use the SOUPERSTORE for the activities listed below. In the event you violate this provision, this Agreement will immediately be terminated without reimbursement to SOUPERSTORE LEASEE and you will no longer be able to use the SOUPERSTORE. You may not display or otherwise use any material, content, software or information that contains any of the following:
(a) material that violates local, state, federal or international laws;
(b) any material that violates or infringes in any way the rights, including copyrights, trademark rights or other intellectual property rights of any third party;
(c) hate propaganda;
(d) fraudulent material or fraudulent activity;
(e) any material that is threatening, abusive, harassing, defamatory, invasive of privacy or publicity rights, deemed to be vulgar, obscene, profane, indecent, or otherwise objectionable or inappropriate, all as determined by CYBERSOUP at its sole discretion;
(f) any material that promotes, encourages, or provides instructional information about illegal activities;
(g) any software, information, or other material that contains a virus, corrupted data;
(h) any software or information to promote or utilize software or any of CYBERSOUP'S services to deliver unsolicited e-mail.

NO SPAMMING
Spamming means sending unsolicited email to persons with whom you have no relationship and/or who have not requested your information. The activity has become a major problem on the Internet and threatens the existence of many legitimate business ventures. Therefore, any SOUPERSTORE LEASEE who spams shall have his or her store immediately terminated with all rights forfeited when CYBERSOUP receives complaints from any part of the Internet community and verifies authenticity of the complaint.. This policy will be strictly enforced to insure CYBERSOUP'S continued reputation as a respectable company on the Internet.

RESTRICTIONS
You may not copy, sell, redistribute, license, sublicense or otherwise give an CYBERSOUP SOUPERSTORE to any third party without CYBERSOUP'S written consent.

DISCLAIMER OF WARRANTY
CYBERSOUP agrees to use its best efforts to maintain proper functioning of the licensed Internet Stores but will not be responsible for transmission failures, or other problems associated with the Internet which are not under the immediate control of CYBERSOUP. CYBERSOUP and its suppliers provide CYBERSOUP'S network of web sites, products and services "As is" and without any warranty or condition, express, implied or statutory. CYBERSOUP and its suppliers specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. In no event shall CYBERSOUP and its suppliers be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with CYBERSOUP'S web sites, its services or this agreement (however arising, including negligence).

HOLD HARMLESS
Because CYBERSOUP is not involved in the actual transaction between buyers and sellers, in the event that there is a dispute with one or more users of the system, SOUPERSTORE LEASEE hereby agrees to indemnify and hold CYBERSOUP and its affiliates, officers, directors, agents, employees and suppliers harmless from any and all direct or contingent liabilities, claims, damages, losses and expenses, including reasonable attorneys' fees, arising directly or indirectly from the activities of the SOUPERSTORE LEASEE, its agents, or Customers in utilizing or participating in the Systems or with regard to any other products or services provided by CYBERSOUP pursuant to this Agreement.

NON CIRCUMVENTION
SOUPERSTORE LEASEE agrees not use any name, term or logo (e.g., SouperStore or Souper E-Business) which may be confusingly similar to the name "CyberSoup" or "Souper Store" without the express permission of CYBERSOUP in writing.

PRIVACY
CYBERSOUP warrants and agrees that it will maintain the privacy and confidentiality of any Customer information provided to CYBERSOUP, and will not utilize or market such information without the consent of said Customers.

BREACH OF CONTRACT
In the event that either SOUPERSTORE LEASEE or CYBERSOUP is unable to continue to perform its services at any time for any reason or is otherwise in material breach of this Agreement which is not cured within thirty (30) days after written notice of such breach, this Agreement may be terminated unilaterally by the non-breaching party without relinquishing any rights or remedies which the non-breaching party may have under this Agreement or applicable law or equity with regard to any failure to perform or material breach by the breaching party.

MODIFICATIONS TO AGREEMENT
CYBERSOUP reserves the right to modify this Agreement at its own discretion upon thirty (30) days written notice to SOUPERSTORE LEASEE of any such modification and the effective date of such modification. If any modification to this Agreement is unacceptable to SOUPERSTORE LEASEE, then Leasee may immediately terminate or cancel this agreement by providing written notice to CYBERSOUP; there shall be no refund of fees paid hereunder in connection with any such termination. If Leasee does not terminate or cancel the Agreement, or if Leasee continues to use the services following any modification to this Agreement, Leasee's continued use will mean an acceptance of that modification. Otherwise, this Agreement may not be modified except by the written consent of both parties.

TERM OF AGREEMENT
Fees for the service are paid quarterly, therefore, the term of this Agreement shall be for one (1) quarter from the date of the SOUPERSTORE LEASE agreement to the terms and conditions hereof (the "Effective Date") and shall thereafter continue on a quarterly basis for successive quarter periods, unless either Party notifies the other of termination, in accordance herewith.

TERMINATION OF AGREEMENT
(a) SOUPERSTORE LEASEE may terminate this Agreement at any time upon notice to CYBERSOUP as provided herein. To terminate this Agreement (and thereby cancel your services), for any reason, you must contact us with the words "Cancellation Request" written in the subject line. Unless terminated earlier as provided herein, this Agreement will be terminated as of the expiration of the quarterly billing cycle in which your Notice of Lease Cancellation was received and processed by CYBERSOUP.
(b) CYBERSOUP may terminate this Agreement at any time, without cause, upon thirty (30) days' prior written notice to you.
(c) CYBERSOUP may terminate this Agreement, without notice, if in the sole judgment of CYBERSOUP, Leasee is in violation of any of the Usage Guidelines set forth herein. CYBERSOUP may terminate this Agreement upon twenty (20) days' written notice if in the sole judgment of CYBERSOUP you are in default of any material provision of this Agreement (other than the Usage Guidelines) and you have not cured such default by the end of the twenty (20) days.
(d) Upon any termination of this Agreement, Leasee's license to use the SOUPERSTORE will automatically terminate, and you shall immediately cease any use of the SOUPERSTORE and the services. Unless otherwise specified in writing by CYBERSOUP, you will not receive any refund for monthly payments already made by you as of the date of termination.

NOTICES
All notices must be sent either in writing or by e-mail, except as otherwise expressly provided herein. All written notices to CYBERSOUP shall be delivered to CyberSoup.com, Inc., 21704 Devonshire St. #134, Chatsworth, CA 91311. All notices to you shall be delivered to your mailing address or e-mail address as provided in your account information (and updated by you pursuant to this Agreement). Either party may change its respective address by written notice delivered to the other party.

MISCELLANEOUS
a. Nothing in this Agreement shall be construed as constituting a joint venture, partnership or agent relationship between the parties hereto, nor do you have any authority to create any obligation or make any representation on CYBERSOUP'S behalf.

b. Any amendments or modifications of this Agreement as posted on the site shall be binding on the parties.

c. This Agreement shall be construed and enforced pursuant to the laws of the State of California.

d. This Agreement inures to the benefit of and shall be binding on the parties hereto, their successors and assigns.

e. This Agreement constitutes the entire contract between CYBERSOUP and the signor. Any promises, representations, offers, or other communications, not expressly set forth in this Agreement, are of no force or effect to the extent of any conflict or inconsistency between this Agreement and any other agreement (other than the Terms of Use).

f. CYBERSOUP's failure to enforce any provision of this agreement will not be construed as a waiver of any provision or right. In the event that a portion of this agreement is held unenforceable, the unenforceable portion will be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of the provisions will remain in full force and effect. Interpretation and enforcement of this agreement will be governed by the laws of the State of California.

g. You may not assign this agreement, by operation of law or otherwise, without CYBERSOUP'S written consent.

h. All disputes and claims relating to the SOUPERSTORE shall be settled totally and finally by binding and non-appealable arbitration in Los Angeles, California.

BY PAYING FOR A SOUPERSTORE LEASE, YOU ARE AGREEING TO BE BOUND BY THE ABOVE TERMS AND CONDITIONS, AS AMENDED FROM TIME TO TIME BY CYBERSOUP (TERMS OF USE).

IF YOU DO NOT AGREE, YOU WILL NOT BE ABLE TO LEASE A CYBERSOUP SOUPERSTORE OR USE THE HOSTING SERVICES ASSOCIATED WITH IT.