Terms of Use

These terms of use (TOU) are entered into between
TradeWithPros.com (TradeWithPros, we, us, or our) and the entity
purchasing our using services provided by or through
TradeWithPros.com (Customer, you, or your). We agree to be bound by
this TOU when we process your payment information. You agree to be
bound by this TOU when you submit the contact information set out
below.

1. Our other agreements are incorporated into the TOU

This TOU incorporates our Privacy Policy by reference. To the
extent that these agreements conflict, this TOU shall prevail,
followed by the Privacy Policy.

2. Services we provide to you.

The features and details of the Services governed by this TOU are
described on the schedule set out at "TradeWithPros.com"
for the category of Services you selected ("Membership Page").
Throughout this TOU, the aspects of the category of Services provided
to you by TradeWithPros.com, as set out on the Membership Page, are
referred to together as the "Service."

TradeWithPros.com provides the Service to you based on the
description of it on the Membership Page as of the Effective Date.
Should the Membership Page change subsequent to the Effective Date,
TradeWithPros.com has no obligation to modify the Service to reflect
such a change.

Certain aspects of the Service may be provided by third parties.
These third parties may have reserved the right to make changes,
including material changes, to the products provided by them and
incorporated into the Service. If a third party makes a change to its
products, you may not terminate this TOU based on such a change, even
if it materially affects the Service.

3. Contact Information

You are required to provide us with accurate information when
setting up your account, during the course of our relationship, and
when corresponding with us. On occasion, we may need to communicate
with you by e-mail about the Service. You agree to maintain a working
e-mail address that is monitored daily. We have no responsibility, or
liability, for interruptions in the Service, or damages of any sort,
based on communications that are misdirected as a result of your
failure to provide us with updated contact information.

The entity set out in our records is considered by us to be our
customer. It is your obligation to ensure that our records accurately
reflect ownership and control of the Service.

4. Term

The "Effective Date" of this TOU will be the day on
which you initially provide the contact information set out above.

This TOU will begin on the Effective Date and continue for the
term set out on the Member Signup Page (Initial Term). After the
expiration of the Initial Term, this TOU will renew for successive
periods of equal length (Renewal Term). If the Member Signup Page
does not contain an Initial Term, the Initial Term shall be 30 Days.
After the initial term, a Member may renew for successive periods of
equal length or for 12 months.

5. Payment

You are responsible for the fees and charges set out on the Member
Signup Page (Fees). You may be charged 7 days prior to the date set
out on the Member Signup Page (Due Date).

Our obligation to provide the Service is contingent on your
payment of the Fees by the Due Date. You must pay the Fees without
set off or deduction. It is your responsibility to ensure that we
receive payment of the Fees. Should the Service be suspended, for any
reason, Fees will continue to accrue. Set up and domain name
registration charges are not refundable for any reason.

If the Fees are not paid by your financial institution on the Due
Date, your account will be considered delinquent. To reinstate your
account, you will be required to pay, depending on the reason for the
delinquency: (i) a returned check fee in the amount of $50; (ii)
interest in the amount of 2.0% per month, or the maximum amount
allowed by law; (iii) collection charges; (iv) any fees levied on us
by our financial institution; and/or (v) an investigation fee of
$200.

You may choose to purchase products and services that are not
included in the Service but which are offered for sale by other
parties through TradeWithPros.com (Third Party Services). Third Party
Services may be billed separately from the Service. Fees for the
Third Party Services may not be billed on the month on which they are
delivered. You agree to pay for these Third Party Services regardless
of the length of time elapsed between their delivery date and the
date on which you are charged.

6. Bill disputes

If you believe there is an error on your bill you must contact us
in writing. We each agree to work together in good faith to resolve
any billing disputes. Your dispute must include sufficient facts for
us to investigate your claims and be received by us at least 5 days
prior to the Due Date (Dispute Deadline). You waive your right to
dispute any charges or Fees if you fail to meet Dispute Deadline. If
we find that your claim is valid, we agree to credit the account that
is the subject of the dispute on your next bill. If you contact your
credit card company, prior to notifying us of the dispute, and
initiate a "charge back" based on this dispute, and your
charge back claim is past the Dispute Deadline, you will be charged a
$200 investigation fee. This fee compensates us for the investigation
your credit card issuer requires us to conduct in order to
demonstrate our right to payment.

7. Termination

7.1. 30 Day Free Trial

The Service carries an unconditional 30 day free trial. Your subscription will continue after your free trial. After 30 calendar days, $49.95 will be billed monthly or 499.00 yearly to your credit card by TradeWithPros ensuring uninterrupted service. If you have had a free trial within the last six months, billing is immediate. You may cancel prior to the end of your free trial and we will not bill your card. You may cancel your subscription at any time thereafter and we'll refund the unused portion to the nearest ending month. Inquiries can be made at info@tradewithpros.com or call 813-489-6277.

7.2. Termination for convenience

Either party may terminate the Service by providing written notice
or email to the other no later than 10 days before the expiration of
the Initial Term or Renewal Term for that particular Service.

7.3. Termination for material breach

One party may terminate this TOU upon the occurrence of a material
breach, if this breach has not been cured by the other party within
30 days of their receipt of written notice of the breach. A material
breach shall be determined from the perspective of a reasonable
business person with significant experience conducting business on
the Internet. Notices of material breach must contain sufficient
detail for the party against whom the assertion of material breach is
directed to identify the breach and attempt to take corrective
action. Third Party Services may be part of the Service. A decision
to cease offering Third Party Services will not be a material breach.

7.4. Termination for your violation of our
policies

We reserve the right to immediately suspend the Service and/or
terminate this TOU: (i) for a violation of any of our policies,
including those incorporated by reference; and/or (ii) your failure
to pay any amounts due. This right of termination is without
prejudice to any other rights we may have. You are not entitled to
any type of notice or protest should we exercise these rights, nor
will you receive a refund of any Fees.

8. Use of the Services

Your use of the Services must be reasonable. You may not place
excessive burdens on our CPUs, servers or other resources. You agree
that we may place restrictions on your use of the Service, and charge
you excess bandwidth fees, to the extent that they exceed the use of
the Service of similarly situated customers. You understand that
bandwidth, connection speeds and other similar indices of capacity
are maximum numbers. Consistently reaching these capacity numbers may
result our need to place restrictions on your use of the Service.

You agree to cooperate with us to facilitate your use of the
Service. This cooperation includes, but is not limited to, providing
us with correct contact and billing information, designing material
that is "server ready" and ensuring that you, your
employees and/or agents have sufficient technical expertise to
understand how to implement the Service.

Upon termination or expiration, your account will be closed. We
have no responsibility to forward e-mail, or other communications,
for you once your account is closed. You are encouraged to keep the
Service active during a transition period should you seek to forward
your e-mail or other communications.

9. Licenses and Intellectual Property

9.1. License from TradeWithPros.com to you

TradeWithPros.com grants to you a non-exclusive, non-transferable,
worldwide, royalty free license to use technology provided by
TradeWithPros.com solely to access and use the Service. This license
terminates on the expiration or termination of this TOU. Except for
the license rights set out above, this license does not grant any
additional rights to you. All right, title and interest in
TradeWithPros.com's technology shall remain with TradeWithPros.com or
TradeWithPros.com's licensors. You are not permitted to circumvent
any devices designed to protect TradeWithPros.com's, or its
licensor's, ownership interests in the technology provided to you. In
addition, you may not reverse engineer this technology.

Any license provided to you, is provided with "RESTRICTED
RIGHTS" applicable to private and public licensees. These rights
include, but are not limited to, restrictions on use, duplication, or
disclosure by the United States Government as set forth in this TOU
and as provided in subparagraph (c)(1)(ii) of the Rights in Technical
Data and Computer Software clause at DFARS 252.227-7013 or
subparagraphs (c)(1) and (2) of the Commercial Computer Software
Restricted Rights at 48 CFR 52.227-19, as applicable.

9.2. Licenses from you to TradeWithPros.com

We may use information you provide to us for technical support,
implementation, operation or administration of the Service
(Operational Information). Operational Information, as well as
aggregate information gleaned from the operation of our business in
general, will be used to improve, or create new products and
services. We shall be the exclusive owners of the resulting
intellectual property. You waive any rights you may have in this
intellectual property, and assign all right, title and interest in it
to us and agree to cooperate with us to secure our rights.

You grant TradeWithPros.com, and any third parties used by
TradeWithPros.com to provide the Service, a non-exclusive,
non-transferable, worldwide, royalty free license to use,
disseminate, transmit and cache content, technology and information
provided by you and, if applicable, End Users, in conjunction with
the Service. This license terminates on the expiration or termination
of this TOU. All right, title and interest in your technology shall
remain with you, your End Users, or your licensors.

10. Representations and Warranties

10.1. Reciprocal

We each warrant to the other that: (i) we have the power,
authority and legal right to enter into this TOU; and (ii) we have
the power, authority and legal right to perform our obligations under
this TOU and all incorporated provisions.

10.2. Your Representations and Warranty

You represent and warrant to TradeWithPros.com that: (i) you have
the experience and knowledge necessary to use the Service; (ii) you
understand and appreciate the risks inherent to you, your business
and your person, that come from accessing the Internet; (iii) you
will provide us with material that may be implemented by us to
provide the Service without extra effort on our part; (iv) you have
sufficient knowledge about administering, designing and operating the
functions facilitated by the Service to take advantage of the
Service; (v) that you understand that you may not be able to access
location based services, such as "911" emergency calls,
using the Service; (vi) that in entering into this TOU, and
performing the obligations set out in it, you will not violate any
applicable laws and regulations; (vii) that you will make back up
copies of your data even if you purchase "back up" services
from TradeWithPros.com.

You expressly warrant that you own the entire right, title and
interest to, or have an appropriate license to use, all materials
provided to TradeWithPros.com, or which may be accessed or
transmitted using the Service. You also warrant that to the extent
you do business with other parties using the Service, that they have
the same ownership interests in the materials provided to you, or
accessed via you, that are set out in this paragraph.

11. Disclaimers

THE SERVICE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. OTHER
THAN AS EXPRESSLY SET OUT IN PARAGRAPH 10.1, TRADEWITHPROS.COM
HAS NOT, AND DOES NOT, MAKE ANY WARRANTIES WHETHER EXPRESS OR
IMPLIED. THIS DISCLAIMER INCLUDES, BUT IS NOT LIMITED TO THE
WARRANTIES OF NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE,
WARRANTIES OF MERCHANTABILITY AND TITLE. TRADEWITHPROS.COM
DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE,
SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.
TRADEWITHPROS.COM
IS NOT LIABLE, AND EXPRESSLY DISCLAIMS ANY LIABILITY, FOR THE CONTENT
OF ANY DATA TRANSFERRED EITHER TO, OR FROM, YOU OR STORED BY YOU OR
AN END USER VIA THE SERVICE PROVIDED BY US. TRADEWITHPROS.COM
SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES REGARDING SERVICES
PROVIDED BY THIRD PARTIES, REGARDLESS OF WHETHER THOSE SERVICES
APPEAR TO BE PROVIDED BY TRADEWITHPROS.COM.
NO WARRANTIES MADE BY THESE THIRD PARTY ENTITIES TO TRADEWITHPROS.COM
SHALL BE PASSED THROUGH TO YOU, NOR SHALL YOU CLAIM TO BE A THIRD
PARTY BENEFICIARY OF SUCH WARRANTIES.

THIS WARRANTY DISCLAIMER EXTENDS TO ANY ORAL OR WRITTEN
INFORMATION YOU MAY HAVE RECEIVED FROM TRADEWITHPROS.COM,
ITS EMPLOYEES, THIRD-PARTY VENDORS, AGENTS OR AFFILIATES. YOU MAY NOT
RELY ON SUCH INFORMATION.

SOME STATES DO NOT ALLOW TRADEWITHPROS.COM
TO EXCLUDE CERTAIN WARRANTIES. IF THIS APPLIES TO YOU, YOUR WARRANTY
IS LIMITED TO 90 DAYS FROM THE EFFECTIVE DATE FOR AN INDIVIDUAL
SERVICE.

12. Limitation of Liability

You agree that TradeWithPros.com has no liability, whatsoever, for
(i) content that you or an End User access from the Internet; (ii)
for unauthorized access to, or any corruption, erasure, theft,
destruction, alteration or inadvertent disclosure of, data,
information or content, transmitted, received, or stored on our
system; and/or (iii) for your inability to access the publicly
switched telephone network.

IN NO EVENT WILL TRADEWITHPROS.COM LIABILITY HEREUNDER EXCEED THE
AGGREGAGE FEES ACTUALLY RECEIVED BY TRADEWITHPROS.COM
FROM YOU FOR THE 3 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT
GIVING RISE TO SUCH LIABILITY. FOR THE PURPOSES OF THIS PARAGRAPH
ONLY, THE TERM TRADEWITHPROS.COM
SHALL BE INTERPRETED TO INCLUDE TRADEWITHPROS.COM'S
EMPLOYEES, AGENTS, OWNERS, DIRECTORS, OFFICERS, AFFILIATES, AND THIRD
PARTIES PROVIDING SERVICES TO YOU THROUGH TRADEWITHPROS.COM.

YOU AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
YOU WILL NOT UNDER ANY CIRCUMSTANCES INCLUDING, BUT NOT LIMITED TO,
NEGLIGENCE, HOLD TRADEWITHPROS.COM
OR ITS LICENSORS, AGENTS, EMPLOYEES, OFFICERS AND/OR THIRD PARTY
VENDORS, LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL
OR PUNITIVE DAMAGES WHATSOEVER INCLUDING, BUT NOT LIMITED TO, DAMAGES
FOR LOSS OF PROFITS, COST SAVINGS, REVENUE, BUSINESS, DATA OR USE, OR
ANY OTHER PECUNIARY LOSS BY YOU, ANY OF YOUR END USERS OR ANY OTHER
THIRD PARTY. YOU AGREE THAT THE FOREGOING LIMITATIONS APPLY WHETHER
IN AN ACTION IN CONTRACT OR TORT OR ANY OTHER LEGAL THEORY AND APPLY
EVEN IF TRADEWITHPROS.COM
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME
JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY
FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES; YOU AGREE THAT IN THOSE
JURISDICTIONS TRADEWITHPROS.COM'S
LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

13. Indemnification

You agree to indemnify, defend and hold harmless TradeWithPros.com
and its parent, subsidiary and affiliated companies, third party
service providers and each of their respective officers, directors,
employees, shareholders and agents (each an "indemnified party"
and, collectively, "indemnified parties") from and against
any and all claims, damages, losses, liabilities, suits, actions,
demands, proceedings (whether legal or administrative), and expenses
(including, but not limited to, reasonable attorney's fees)
threatened, asserted, or filed by a third party against any of the
indemnified parties arising out of or relating to (i) your use of the
Service; (ii) any violation by you of any of TradeWithPros.com's
policies; (iii) any breach of any of your representations, warranties
or covenants contained in this TOU; and/or (iv) any acts or omissions
by you. The terms of this section shall survive any termination of
this Agreement. For the purpose of this paragraph only, the term
"you" as set out in subparagraphs (i) through (iv) include
you, the End User, the use of which is facilitated by us.

TradeWithPros.com shall indemnify and hold you harmless from, and
at its own expense agrees to defend, or at its option to settle, any
claim, suit or proceeding brought or threatened against you so far as
it is based on a claim that the Service infringes any issued U.S.
patent. This indemnification provision is expressly limited to the
Service which is fully owned by TradeWithPros.com. It does not extend
to products or services provided by third parties even if
incorporated into the Service. If set out in its agreements with
third-party suppliers, TradeWithPros.com shall flow down similar
intellectual property indemnification provisions to you. This
paragraph will be conditioned on your notifying TradeWithPros.com
promptly in writing of the claim and giving TradeWithPros.com full
authority, information, and assistance for the defense and settlement
of that claim. You shall have the right to participate in the defense
of the claim at your expense. If such claim has occurred, or in
TradeWithPros.com's opinion is likely to occur, you agree to permit
TradeWithPros.com, at its option and expense, either to: (i) procure
for you the right to continue using the Service; (ii) replace an
individual component of the Service with a product or service,
regardless of manufacturer, performing the same or similar function
as the infringing aspect of the Service, or modify the same so that
it becomes non-infringing; or (iii) if neither of the foregoing
alternatives is reasonably available, immediately terminate
TradeWithPros.com's obligations (and your rights) under this TOU with
regard to such Service and refund to you the price originally paid by
you to TradeWithPros.com for the Service, or the Fee actually
received by TradeWithPros.com from you for the 3 month period
immediately preceding the occurrence of the event on which the
indemnification claim is based.

14. General Provisions

14.1. Notices

Notices will be sent to you at the address you provide to us. It
is your obligation to ensure that we have the most current address
for you in our records

Please refer to our website, TradeWithPros.com, for contact
information for most issues, including technical support and billing.
Notices regarding this TOU and other TradeWithPros.com policies
should be directed to:

TradeWithPros LLC

5470 East Busch Blvd. Suite 166

Tampa, FL 33617

14.2. Force Majure

Except for the obligation to pay the Fees, neither party shall be
liable for any delay or failure in performance due to events outside
the defaulting party's reasonable control, including without
limitation acts of God, earthquake, labor disputes, shortages of
supplies, riots, war, fire, epidemics, failures of telecommunication
carriers, delays of common carriers, or other circumstances beyond
its reasonable control. The obligations and rights of the excused
party shall be extended on a day-to-day basis for the time period
equal to the period of the excusable delay. The party affected by the
such an occurrence shall notify the other party as soon as possible,
but in no event less than ten days from the beginning of the event.

14.3. Choice of Law, Jurisdiction and Venue.

The parties agree that all disputes shall be brought before a U.S.
District Court for the District of Florida. The parties agree that
these courts shall have exclusive jurisdiction over all disputes and
other matters relating to the interpretation and enforcement of this
TOU or any other document entered into by the parties. Further, the
parties agree that venue shall be proper in the appropriate court set
out above, and agree that they shall not contest notice from that
court. State law issues concerning construction, interpretation and
performance of this Agreement shall be governed by the substantive
law of the State of Florida, excluding its choice of law rules. The
United Nations Convention on Contracts for International Sale of
Goods shall not apply.

14.4. No Waiver.

No waiver of rights under this TOU, or any TradeWithPros.com
policy, or agreement between you and TradeWithPros.com shall
constitute a subsequent waiver of this or any other right under this
TOU.

14.5. Assignment

This TOU may be assigned by TradeWithPros.com. It may not be
assigned by you. This TOU shall bind and inure to the benefit of the
corporate successors and permitted assigns of the parties.

14.6. Severability

In the event that any of the terms of this TOU become or are
declared to be illegal or otherwise unenforceable by any court of
competent jurisdiction, such term(s) shall be null and void and shall
be deemed deleted from this TOU. All remaining terms of this TOU
shall remain in full force and effect.

14.7. No Agency

This TOU does not create any agency, partnership, joint venture,
or franchise relationship. Neither party has the right or authority
to, and shall not, assume or create any obligation of any nature
whatsoever on behalf of the other party or bind the other party in
any respect whatsoever.

14.8. Survival

The following paragraphs shall survive the expiration or
termination of this TOU: 1, 6, 11, 12, 13, 14.1, 14.3.