FOOZ NATION SELLER AGREEMENT

Welcome to the Fooz Nation service. This Seller Agreement ("Agreement") contains the terms and conditions under which Fuhu, through its Fooz Nation service ("Fuhu"), allows you to create, market, and sell certain virtual goods ("Products") through its online mall in Fooz Nation (the "Service"). A description of the Services can be found at http://www.urfooz.com/fooz-mall/storefront/fooznation mean/.

1.	Terms of Service; Agreement to Terms. If you become an authorized seller of Products through the Service (a "Seller"), you will be bound by all of the terms and conditions of the Fuhu Terms of Service (the "Terms"), which are incorporated into this Agreement by this reference, http://www.fuhu.com/en/terms_of_service.html. All capitalized terms not defined in this Agreement are defined in the Terms. If the terms of this Agreement conflict with the Terms, this Agreement will govern and be given precedence. Use of the Service constitutes your agreement to and acceptance of this Agreement and the Terms. Fuhu reserves the right to add, delete and/or modify any of the terms and conditions in this Agreement, at any time and in its sole discretion, by posting a change notice or a new agreement on Fooz Nation. In the event of substantive changes to the terms of this Agreement, you may be notified by email. If any modification is unacceptable to you, your only recourse is to not use the Service. Your continued use of the Service following your receipt of an email about the change or the posting of a change notice on Fooz Nation will constitute binding acceptance of the changes.
2.	Creating Your Seller Account.
2.1	Your Account. To become a Seller, you must open a Seller account (an "Account") with Fooz Nation through its online registration process. You must provide Fuhu with accurate and complete contact, payment and tax identification information when you open an Account and immediately notify Fuhu of any changes. If you do not provide Fuhu with complete, accurate, and updated contact, payment and tax identification information, you may not be eligible to sell Products.
2.3	Account Security. When you open an Account you will select a user ID and password. You will be solely and exclusively responsible for keeping your user ID and password confidential and will be held responsible for all use of your password and Account, including any use by any unauthorized third party. You agree to notify Fuhu immediately if you believe your password has or may have been obtained or used by any unauthorized person or entity. You also agree to notify Fuhu immediately if you become aware of any other breach or attempted breach of the security of your Account or the Service.
3.	Your Obligations.
3.1	General. Your use of the Service must comply with all applicable laws, rules and regulations, this Agreement, the Terms and any other terms and conditions provided by Fuhu or its third party service providers.
3.2	Your Content. If you open an Account, you will be solely and exclusively responsible for ensuring that your Account, any content or materials that you submit to Fooz Nation for use with your Products ("Content") comply with the terms and conditions of this Agreement, the Terms and all applicable laws, regulations and rules. All Content must comply with the Fuhu Content Usage Policy as referenced in the Terms, http://www.fuhu.com/en/terms_of_service.html. While Fuhu has no obligation to monitor the transactions or communications made through the Service, it reserves the right, in its sole and absolute discretion, to cancel any transaction or remove or limit access to any Content from Fooz Nation at any time without notice and without any liability to you or any third party.
3.3	Prohibited Content. All Products you design, produce, market or sell must comply with the Content Usage Policy, as determined by Fuhu in its sole and absolute discretion. You may not design, produce, market or sell a Product that Fuhu believes: (i) infringes the rights of a third party, including, without limitation, copyrights, trademarks, patents, trade secrets, moral rights or rights of privacy and publicity; (ii) is defamatory; (iii) is obscene or pornographic; or (iv) violates any applicable law, rule, or regulation, including, without limitation, by exploiting images or the likeness of minors.
4.	Products.
4.1	Uploading Content. You will upload to Fooz Nation all Content that you want to use with the Service in accordance with the applicable instructions on Fooz Nation. You must also upload all other Content required to market any of your Products, such as descriptions and credits. Fuhu may, in its sole and exclusive discretion, determine whether any Content complies with such instructions and is satisfactory for use with the Service.
4.2	Approvals and Consents. You must have all necessary approvals and consents to use all Content and, if requested by Fuhu , you must deliver copies of those approvals and consents to Fuhu . You must obtain all such approvals and consents at your own cost.
4.3	Costs of Creation. You will be solely responsible for the creation of the electronic and digital Content that you upload to Fooz Nation, and will pay all costs associated with its creation. You must pay all royalties or similar payments that are or may become due to any third party, such as all payments under licenses for third-party material in your Content. You acknowledge that Fuhu is not currently a party to any collective bargaining agreement with any union or guild and that you are solely responsible for complying with any applicable union or guild rules, including without limitation, those relating to payments.
5.	Grant of License.If you upload any Content to Fooz Nation, you grant to Fuhu a nonexclusive, royalty-free, worldwide, transferable, perpetual, irrevocable, sublicensable, right and license in such Content, in all media existing now or created in the future: (i) to permit you to use the Service to design, produce, market and sell Products, (ii) to promote, market, advertise your Products, your shops, Fooz Nation, its affiliated entities, or the Service generally, (iii) to publicly display, publicly perform, reproduce, and license your Products; and (iv) to permit other Fuhu users to use the Products as intended in connection with their use of a Fuhu Site or related service. Fuhu may sublicense the rights that you grant it in this Section in Fuhu's discretion. You retain ownership of your original Content and nothing in this Agreement grants Fuhu ownership of your original Content.
6.	Marketing and Advertising Your Products and Shops.
6.1	Marketing. Fuhu's promotion, marketing, or advertising of your Products or shops is in Fuhu's sole discretion and may consist of, for example, display of your Products or Content on the Internet, in magazines, newspapers, television shows, movies and other media or in communications with Fuhu's users or other third parties. If you market and promote your shops and Products you must do so in accordance with this Agreement, the Terms and the Content Usage Policy.
6.2	No Spam. You may not use "spam," "blast-faxes" or recorded telephone messages to market or sell Products or your Shops. You may not spam or attempt to deliberately subvert the results of Fooz Nation or other Fuhu Site directory or search engine with false, misleading, or unnecessarily repetitive information.
6.3	Links. Fuhu , in its sole discretion, may prohibit you from 'linking' your shops to any websites that contain content that, if used on Fooz Nation, would violate any of Fuhu's agreements or policies.
6.4	Customer Information. Fuhu may, from time to time, provide you with information relating to Customers that purchase Products from your shops. You may only use or disclose this information to a third party for your internal record keeping. You may not disclose any of this information to a third party or use it for any other purposes.
7.	Compensation and Fees.
7.1	Tax Information. If you choose to sell Products for commissions through the Service, you must provide your taxpayer identification number to Fuhu . Failure to provide an accurate taxpayer identification number may result in Fuhu withholding your payment until you provide an accurate tax identification number. It is your responsibility to determine what, if any, taxes apply to the payments you receive, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority. Fuhu is not responsible for determining whether taxes apply to your transactions, or for collecting, reporting or remitting any taxes arising from any payments made to you for Products sold through the Service.
7.2	Payment Terms. If you earn less than then payment threshold ("Payment Threshold") of $20, then the amount of such compensation will not be paid, but will accrue to your Account until such time as it becomes equal to or greater than the Payment Threshold. Fuhu will make a payment to you (by check, wire or electronic transfer) for the amount of such compensation no later than 60 days after the end of the month in which the total amount of accrued compensation may reach or exceed the Payment Threshold. Fuhu may, in its discretion, send you a payment before your accrued compensation reaches or exceeds the Payment Threshold. If you have provided an undeliverable mailing address and two or more consecutive payments have been returned to Fuhu as undeliverable, we may stop sending future payments to you until you provide a deliverable mailing address.
7.3	Shop Pricing Terms. Pricing and commission structures for shops are set forth on the Fooz Nation Seller Compensation Program, which may be modified from time to time.
7.4	Processing Fees. If Fuhu owes you accrued compensation that is less than the Payment Threshold for at least 365 days, then Fuhu may send you payment of such accrued compensation minus a $5 processing fee. If the amount of accrued compensation is under $5 for at least 365 days, such amount will be used to cover Fuhu's administrative costs and no payment will be made to you.
7.6	Termination Fees. If you or Fuhu terminate your Account, and you have less than $20 in accrued but unpaid compensation then outstanding, Fuhu may charge you a $5 processing fee when sending you your final payment to cover its administrative costs.
8.	Indemnification. You agree to indemnify, defend and hold Fuhu, its parent and affiliated entities and their officers, directors, employees and agents harmless for any Claim arising out of, relating to, or connected with your alleged breach of the Terms of Service in using the Service in accordance with Section 10 of the Terms of Service. You must also indemnify, defend, and hold Fuhu harmless based on any Claim alleging facts that, if true, would constitute a breach of this Agreement. Fuhu may withhold any commissions that it owes you if you have to indemnify Fuhu.
9.	Termination.
9.1	Termination by Fuhu. In its sole discretion, with or without notice to you, Fuhu may: (i) suspend, limit your access to or terminate your use of the Service, (ii) suspend, limit your access to or terminate your Account, (iii) remove any of your shops from Fooz Nation servers and directories and (iv) prohibit you from opening any new shops.
9.2	Effect of Termination. If you or Fuhu suspend or terminate your Account, Fuhu may, without being liable to you or any third party: (i) delete any Content or other materials relating to your use of the Service, and (ii) not allow you to access your shops or create, produce, market, or sell Products. If you or Fuhu terminate your Account, you must immediately remove all links to Fooz Nation from any websites you operate and cease representing yourself as a Seller.
9.3	Survival. The following Sections will survive termination of your Account: 4.2, 4.3, 5, 6.4, 7, 8, 9.3, 9.4 and 10. (effect of termination and Survival)
10.	Applicable Law; Disputes. The laws of the state of California, without regard to principles of conflict of laws, will govern these Terms and any dispute of any sort that might arise between you and Fuhu. Any dispute relating in any way to this Agreement in which the aggregate total claim for relief sought on behalf of one or more parties exceeds $7,500 shall be adjudicated in any state or federal court in Los Angeles, California, and you consent to exclusive jurisdiction and venue in such courts. If any part of the Terms shall be deemed invalid, void, or for any reason unenforceable, that part shall no longer apply and the remainder of the Terms shall continue to be enforceable.