Read this Agreement carefully. When you sign up as a Merchant, you agree to be bound by this Terms of Agreement and Conditions of Use contained on the Organicsdirect.com Site (terms below) In this Agreement, "you" refers to the Merchant. You agree that any of your agents, representatives, employees, or any person or entity acting on your behalf with respect to the use of the Organicsdirectl.com Site, shall be bound by, and shall abide by, these Terms of Agreement and Conditions of Use. You further agree that you are bound by these Terms of Agreement and Conditions of Use whether you are acting on your own behalf or on behalf of a third party, including another Merchant.

DEFINITIONS

"Organicsdirect.com Site" means Your One Stop Organic Shop. Organicsdirect.com provides links to merchant's sites and related information to our community of organic / Eco-minded consumers that is helpful in their search for a healthier and happy lifestyle.
"Add On Services" means those additional services elected by Merchant for use or display with Merchant Content on organicsdirect.com site or sites.
"End-User" means a user of the Web.
"Link" means a hyperlink from one Web page to another.
"Merchant Content" means any information, material or content owned by the Merchant and provided in any form to organicsdirect.com including, without limitation, graphics, logos, trademarks, and service marks.
"Merchant's Site" means Merchant's Web site, or other locale through which Merchant features, markets and/or sells products and/or services.
"Proprietary Technology" means Organicsdirect.com proprietary computer programs and software, and all services, methods, processes, data, information, wrappers and other business property created and/or owned by Organicsdirect.com from time to time.
"Services" means the processing of Merchant Content, selected at Organicsdirect.com sole discretion provided by you, and the provision of Links from selected pages of the Organicsdirect.com Site to the Merchant Site.
"Territory" means throughout the universe.

TERM

The Term of this Agreement shall begin on the day that OrganicsDirect.com accepts your application to become a Merchant, and shall continue until this Agreement is terminated either by you or by OrganicsDirect.com, in accordance with of this Agreement.

MERCHANT APPROVAL

Upon submission of an application, Organics Direct agrees to process the request and inform the applicant whether the application is approved or denied. Organics direct shall have the exclusive right to (A) approve or deny any application to become a Merchant.( B) approve or deny all general directory listings and all specific section listings. (C) Reject any listing it deems inappropriate. Organics Direct reserves the right to limit the number of listings or advertisements requested by a Merchant. Organics Direct reserves the right not to approve merchants placing duplicative product listings, multi-level marketers, and franchise listings.

SITE PLACEMENT

Organics Direct specifically disclaims any warranty regarding the rank, location and prominence of Merchant Content anywhere on the Organicsdirect.com Site, unless otherwise agreed in writing and signed by both parties. Organics direct reserves the right to remove Merchant Content at any time for any reason. Organics Direct also reserves the right, in its sole discretion, to suspend or cease the promotion of your site at any time, for any reason.

ADVERTISING

Advertising costs shall be governed by the advertising rates in effect at the time of any request and shall be attached to the final agreement as an exhibit and shall be enforceable only if signed by both parties, in writing or electronically. Advertisement space shall be granted on a first come, first serve basis. If there are no additional advertising spaces, you may request to be put on a waiting list. Organics Direct shall have the exclusive right to (A) approve or deny any advertising request; (B) limit the number of advertisements requested by a Merchant. Organics Direct specifically reserves the right not to approve duplicative product listings, multi-level marketers, and franchise listings.

REFUNDS

Unless Organicsdirect.com fails to provide the agreed for Services, no refunds will be given for any payments made by you to Organics Direct Inc- Provided that Merchant complies with the Termination and Notice provisions of this Agreement, Annual Merchants - Due to the price discount given to annual contract Merchants, Unless Organics Direct l fails to provide the agreed for Services, no refunds will be given for any payments made by you to Organics Direct Inc.

NOTICES and CONTENT CHANGE REQUESTS.

Notices (including notice of changes to or termination of this Agreement by Organics Direct) may be given by email from Organics Direct. It is your responsibility to ensure that your e-mail address and any other contact information you provide to Organics direct is updated and correct. Even if you do not receive an e-mail notification, you will be deemed to have received any notice posted in the appropriate section of the OrganicsDirect.com Site. Merchant may submit changes or revisions to Merchant Content at any time via e-mail, with proof of receipt, or by Certified Mail, Return Receipt Requested, to Organics Direct Inc, 9611 N US Hwy 1 Sebastian, FL 32958. OrganicsDirect.com will update Merchant's request for changes or product information within 30 days of receiving notification.

CONFIDENTIALTY

"Confidential Information" means any information disclosed to you by Organics Direct or to Organics Direct by you, either directly or indirectly, in writing, orally, by inspection of tangible objects or by data feed or other electronic means, other than information that the disclosing party can establish (1) was publicly known and made generally available in the public domain prior to the time of disclosure to you by Organics direct or to Organics Direct l by you, All Confidential Information shall at all times remain the personal property of the disclosing party and all documents, electronic media and other tangible items containing or relating to any Confidential Information shall be delivered to the disclosing party immediately upon the disclosing party's request.

PROPRIETARY RIGHTS

Merchant understands and agrees that Organics Direct is the exclusive owner of the Proprietary Technology, including, without limitation, any and all intellectual property or proprietary rights therein. Organics Direct does not grant to Merchant any right or license, express or implied, in the Proprietary Technology. Merchant acknowledges that Organics Direct is and shall be the sole owner of all right, title and interest in and to any and all information, data, compilations and processes resulting from Organics Direct operation of OrganicsDirect.com or any other OrganicsDirect.com site. Organics Direct does not grant Merchant any right, or any license, express or implied, in the Proprietary Technology.

INDEMNIFICATION

Merchant shall indemnify and hold OrganicsDirect inc harmless from any and all claims, liabilities, judgments, costs, damages and expenses, including reasonable attorneys' fees, arising in connection with any breach or misrepresentation under this Agreement by Merchant, its affiliates, or other persons, or the employees or agents of any of the foregoing; the products or services offered or sold by Merchant; and the Merchant Content. Organics direct Inc shall indemnify and hold Merchant harmless from and against any and all third party claims, liabilities, judgments, costs, damages, and expenses, including reasonable attorneys' fees, arising in connection with any breach or misrepresentation under this Agreement by Organics direct Inc, its representatives, employees or agents.