TRADECOMPETE.COM INC. TERMS OF USE

Welcome to the TRADECOMPETE.COM INC. web site (the “Site”). BEFORE YOU CAN USE THE SITE, YOU MUST READ, UNDERSTAND AND AGREE TO BE BOUND BY THE FOLLOWING TERMS OF USE, ALL POLICIES AND TERMS INCORPORATED BY REFERENCE, AND ANY SUBSEQUENT CHANGES TO THE FOREGOING. Your access to, and use of this Site is expressly conditioned on your acceptance without modification of the following Terms of Use. By using this Site, you signify your acceptance of these Terms of Use. If you do not agree with any part of the following Terms of Use, you must not use this Site.

TRADECOMPETE.COM INC. (“TRADECOMPETE”) reserves the right to change or modify any of the terms and conditions contained in the Terms of Use or any policy or guideline of the Site, at any time and in its sole discretion. Any changes or modification will be effective 30 days after posting of the revised Terms of Use on the Site. Your continued use of this Site following the posting of its changes or modifications will constitute your acceptance of such changes or modifications. Therefore, you should frequently review the Term of Use and applicable policies from time-to-time to understand the terms and conditions that apply to your use of the Site.

These Terms of Use do not alter in any way the terms or conditions of any other agreement you may have with TRADECOMPETE for other services. If you have any question regarding the use of the Site, please refer first to the Help Section. All other questions or comments about the Site or its contents should be directed to [insert email address]

1. INCORPORATED POLICIES OR TERMS

1.1 Privacy Policy. TRADECOMPETE believes strongly in protecting user privacy and providing you notice of TRADECOMPETE’s collection and use of data, including personal information, collected from the Site. Therefore, TRADECOMPETE has adopted a Privacy Policy that you should refer to fully understand how TRADECOMPETE uses and collects information.

2. MEMBERSHIP ACCOUNT OBLIGATIONS

After you have accepted these Terms of Use, you may open a membership account under the Get Started Now section of the Site (the “Membership Account”). As part of the membership registration, the person who opens the Membership Account on the Site (the “Administrator”) may choose to provide to us the information of other users who are authorized to perform certain functions on the Administrator’s behalf through the Membership Account (“Authorized Users”). The Administrator shall specifically select which functions each Authorized User has
the authority to perform via the Site. [NOTE – ON THE BETA SITE THERE IS NO SEPARATE “MEMBERSHIP” SECTION, ONLY A LINK TO SIGNING UP FOR MEMBERSHIP ENTITLED “GET STARTED NOW” FOLLOWED BY A “SIGN UP FOR FREE!” LINK.]
Authorized Users can access the Site using their own personal user names (email address) and passwords, but can only perform the selected functions on the Administrator’s behalf. At any time, an Administrator may change an Authorized User’s personal password to prevent his or her access to the Site, limit the Authorized User’s authority to perform certain functions on behalf of the member, or otherwise change, add or delete Authorized Users upon written notification, with verification of receipt, to TRADECOMPETE. TRADECOMPETE agrees to implement such changes, additions or deletions within seven (7) business days of receipt of such written notification. If an Authorized User is no longer authorized to act on your behalf, the Administrator is responsible for using these security procedures that we have made available to
you to terminate or limit the Authorized User’s access to the Site.
You will receive a password and account designation when you have completed the Membership Account information. If you are the Administrator of your Membership Account , in consideration of your use of the Site, you agree:
(a) to provide true, accurate, current and complete information about yourself and/or the company that you represent, including but not limited to information about any and all Authorized Users; including any special circumstances or restrictions that apply to each Authorized User and your qualifications and expertise;
(b) that you represent and warrant that you have the capacity and authority to execute agreements, request project leads and information, and place orders for project leads on the TRADECOMPETE Site on behalf of you or your company;
(c) that an order for a project lead placed by you or an Authorized User through the Site is the equivalent of a signed purchase order, and you hereby waive any future challenge to the validity and enforceability of any order submitted via the Site on the grounds that it was electronically transmitted and authorized;
(d) that you are responsible for all costs and charges, including without limitation, phone charges and telecommunications equipment, incurred in order to use the Site;
(e) that you (and your company, if applicable) are fully responsible for all activities that occur under your password or Membership Account, and accept all liability for any acts or omissions of your Authorized Users arising out of their use of the Site, even if such acts or omissions are not specifically authorized by you;
(f) to immediately notify us of any unauthorized use of your password or
Membership Account or any other breach of security; and
(g) that you are fully responsible for managing your Membership Account, including but not limited to:
(i) maintaining the confidentiality of passwords and/or any Membership
Account information;
(ii) maintaining and promptly updating the Membership Account information to keep it true, accurate, current and complete;
(iii) ensuring that any Authorized User has the capacity and authority to perform the functions that they have been authorized by you to perform on behalf of you or your company; and
(iv) terminate or limit any Authorized User’s access to the Site if any Authorized User is no longer authorized to act or perform certain functions on your behalf
If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we may suspend or terminate your Membership Account and refuse any and all current and future use of the Site by you. Membership Account information and certain other information about you is subject to our Privacy Policy. For more information, please see our Privacy Policy.

3. OWNERSHIP OF TECHNOLOGY

TRADECOMPETE has developed the site to provide (a) customers with on-line quotes for various categories of service providers and (b) service providers with leads and opportunities within their area of expertise (the “Technology”). You acknowledge that TRADECOMPETE owns all right, title and interest in and to the Technology that enables you to use this Site as a comprehensive on-line destination for one-stop shopping for more than 160 types of service providers in different industries. All content included on this Site is the property of TRADECOMPETE, and/or its various third party providers and distributors and is protected under the intellectual property laws of Canada and other countries. None of the content found on this Site may be reproduced, republished, distributed, displayed, sold, transferred, or modified without the express written permission of TRADECOMPETE and/or its third party

providers and distributors. [NOTE – PLEASE CONFIRM THAT THE NUMBER OF SERVCICE PROVIDERS IS ACCURATE]

4. COPYRIGHT

All copyrighted and copyrightable materials on this Site, including, without limitation, the TRADECOMPETE logo, design, text, graphics, pictures, and other files, and the selection and arrangement (“Materials) thereof are the property of TRADECOMPETE, ALL RIGHTS RESERVED Copyright © 2011 TRADECOMPETE, Inc. and/or its licensors. Except as stated herein, none of the Materials may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the prior written permission of TRADECOMPETE or the respective copyright owner.

5. TRADEMARKS AND SERVICE MARKS

TRADECOMPETE, the TRADECOMPETE logo, and the products and services described in this Site, including without limitation, “TRADECOMPETE” and “TradeCompete WORKS FOR YOU” are either trademarks, service marks or registered trademarks of TRADECOMPETE and its suppliers and licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of TRADECOMPETE or its suppliers or licensors. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of TRADECOMPETE, and may not be copied, imitated, or used, in whole or in part, without the prior written permission of TRADECOMPETE. All other trademarks, registered trademarks, product names and TRADECOMPETE names or logos mentioned herein are the

property of their respective owners. [NOTE – INCLUDE ANY OTHER REGISTERED OR UNREGISTERED TRADEMARKS.]

6. USE OF SITE

TRADECOMPETE grants you a limited license to use this Site, including the Technology, to (a) if a customer, make legitimate quote requests for services for various categories of service providers and (b) if a service provider, to view and have access to project leads and opportunities within your area of expertise, and you shall not use this Site and/or the Technology for any other purposes, including without limitation, to make any speculative, false or fraudulent quote requests. Such grant does not include, without limitation: (a) any resale or commercial use of the Site and/or the Technology or content therein; (b) the collection and use of any product listings or descriptions; (c) making derivative uses of the Site and/or the Technology and its contents; or (d) use of any data mining, robots, or similar data g athering and extraction methods. Except as noted above, you are not conveyed any right or license by implication, estoppel, or otherwise in or under any patent, trademark, copyright, or proprietary right of TRADECOMPETE or any third party.
This Site and the content provided in this Site may not be copied, reproduced, republished, uploaded, posted, transmitted or distributed without the written permission of TRADECOMPETE, except that you may download, display and print the materials presented on this Site for the licensed purposes only; provided that, you may not, without the permission of TRADECOMPETE or the respective copyright owner, (a) copy, publish, or post any materials on any web site, computer network or broadcast or publications media, (b) modify the materials, and (c) remove or alter any copyright, trademark and other proprietary notices contained in the materials. Unauthorized use of this Site and/or the materials contained on this Site may violate applicable copyright, trademark or other intellectual property laws or other laws.
You may not use, frame or utilize framing techniques to enclose any TRADECOMPETE trademark, logo or other proprietary information (including the images found at this Site, the content of any text or the layout/design of any page or form contained on a page) without TRADECOMPETE’s express written consent. Further, you may not use any meta tags or any other “hidden text” utilizing an TRADECOMPETE name, trademark, or product name without TRADECOMPETE’s express written consent.

7. AGE AND RESPONSIBILITY

You represent that you are of sufficient legal age to use this Site and to create binding legal obligations for any liability you may incur as a result of the use of this Site. You understand that you are financially responsible for all uses of this Site by you and those using your login information.

8. TERMINATION

You agree that TRADECOMPETE, in its sole discretion, may terminate your or any Authorized User’s password, account or use of the Site, or restrict your or arty Authorized User’s access to any component of this Site, for any reason, including without limitation, for lack of use or if TRADECOMPETE believes that you or any Authorized User has violated or acted inconsistently with the Terms of Use or applicable laws or regulations. TRADECOMPETE may also, in its sole discretion and at any time, discontinue providing the Site, or any part thereof, with or without notice. You agree that any termination of access to the Site under any provision of the Terms of Use may be effected without notice, and acknowledge and agree that TRADECOMPETE may immediately deactivate or delete your Membership Account and all related information and files in your account and/or bar any further access to such files or the Site. Further, you agree that TRADECOMPETE shall not be liable to you or any third party for any termination or restriction of access to the Site.

9. DISCLAIMER OF WARRANTIES AND REPRESENTATIONS

YOUR USE OF THE SITE IS AT YOUR SOLE RISK. THE SITE,THE MATERIALS THEREIN AND THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” BASIS. YOU ACKKNOWLEDGE THAT YOU HAVE BEEN ADVISED TO UNDERTAKE YOUR OWN DUE DILIGENCE WITH RESPECT TO THIS SITE. TRADECOMPETE MAKES NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, OF ANY KIND WITH RESPECT TO THE TRADECOMPETE SITE, ITS OPERATION, CONTENTS, INFORMATION, SERVICES, PRODUCTS, MATERIALS OR YEAR 2011 COMPLIANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING:
(a) TRADECOMPETE IS NOT RESPONSIBLE FOR, AND DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND WITH RESPECT TO ANY SERVICES PROVIDED OR PRODUCTS SUPPLIED BY SERVICE PROVIDERS TO CUSTOMERS FOR PROJECTS, INCLUDING WITHOUT LIMITATION WITH RESPECT TO THE PRICING, QUALITY, MEETING OF DEADLINES AND CUSTOMER NEEDS BY THE SERVICE PROVIDER, NOTWITHSTANDING THAT THE SERVICE PROVIDERS AND CUSTOMER WERE CONNECTED THROUGH USE OF THE TRADECOMPETE SITE. FOR CLARITY, THE TRADECOMPETE SITE IS A LEAD REFERRAL FUNCTION WHICH CONNECTS CUSTOMERS WITH SERVICE PROVIDERS FOR PARTICULAR PROJECTS AND TRADECOMPETE MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND WITH RESPECT TO THE SUITABILITY OF OR QUALIFICATIONS OF A SERVICE PROVIDER FOR A PARTICULAR PROJECT OR THE WORK PERFORMED BY THE SERVICE PROVIDER FOR SUCH PROJECT.
(b) TRADECOMPETE IS NOT RESPONSIBLE FOR, AND DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND WITH RESPECT TO THE SUITABILITY OR ACCURACY OF PROJECT LEADS LISTED ON THE SITE FOR SERVICE PROVIDERS.
(c) TRADECOMPETE DOES NOT REPRESENT, WARRANT OR GUARANTEE THAT ONLINE QUOTE REQUESTS SUBMITTED WITH TRADECOMPETE WILL BE RESPONDED TO WITHIN ANY PARTICULAR PERIOD OF TIME, THAT THE CUSTOMER WILL RECEIVE THE NUMBER OF QUOTES REQUESTED AND THAT THE CUSTOMER WILL BE COMMUNICATED WITH IN THE FORM AND DURING THE HOURS SPECIFIED BY THE CUSTOMER IN ITS REQUEST.
(d) WHILE TRADECOMPETE ATTEMPTS TO ENSURE YOUR ACCESS AND USE OF THE SITE AND SERVICES IS SAFE, TRADECOMPETE CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THIS SITE OR ITS SERVER(S) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

TRADECOMPETE EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND WITH RESPECT TO THIS SITE OR ITS USE, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, CURRENCY, RELIABILITY OR SUITABILITY OF ANY OF THE CONTENT OR DATA FOUND ON OR DELIVERED THROUGH THIS SITE, TITLE AND NON-INFRINGEMENT]) THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR EQUITY, OR FROM A COURSE OF DEALING OR USAGE OF TRADE.

10. LIMITATION OF LIABILITY

YOU AGREE THAT TRADECOMPETE, ITS DIRECTORS, OFFICERS, EMPLOYEES OR OTHER REPRESENTATIVES SHALL NOT BE LIABLE FOR DAMAGES ARISING FROM THE OPERATION, CONTENT, ACCESS TO OR USE OF THE SITE. YOU AGREE THAT THIS LIMITATION OF LIABILITY, IS COMPREHENSIVE AND APPLIES TO ALL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, COMPENSATORY, SPECIAL, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF TRADECOMPETE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF TRADECOMPETE (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY) ARISING OUT OF OR RELATING TO THE USE OF THE SITE EXCEED THE COMPENSATION YOU PAID TRADECOMPETE, WHICH MAY BE
NIL. [NOTE – OUR INITIAL DISCUSSION CONTEMPLATED PEOPLE PAYING FOR SERVICES, BUT ON THE BETA SITE IT MENTIONS THAT NO CREDIT CARD IS NEEDED TO JOIN, MEMBERSHIP IS FREE AND THERE IS A LOW COST PER LEAD. PLEASE CLARIFY WHETHER SERVICE PROVIDERS WILL BE PAYING FOR USE OF THE SITE. IF A FEE IS BEING PAID, PLEASE EXPLAIN THE TERMS OF PAYMENT / WHEN IT WOULD BE PAID AND WHAT IS PROVIDED IN RETURN, AND WE CAN INCLUDE A PROVISION EXPLAINING THE TERMS OF PAYMENT IN THESE TERMS OF USE.]
Certain laws do not allow limitations on implied warranties, or the exclusion or limitation of certain damages. If these laws apply, some or all of the above disclaimers, exclusions, or limitations, may not apply to you, and you may have additional rights to those contained herein.

11. INDEMNIFICATION

You shall indemnify, defend and hold harmless TRADECOMPETE and its officers, directors, employees, consultants, representatives and agents from and against any loss, liability, claim, cause of action, demand, damages, costs or expenses including without limitation reasonable legal, accounting and other professional fees, brought by or on your behalf in excess of the liability described herein or by third parties arising from or in connection with your use or any of your Authorized Users’ use of this Site, including but not limited any violation by you or any Authorised User of the Terms of Use. TRADECOMPETE reserves the right, to assume the exclusive defense and control of any matter, subject to indemnification by you, which shall not excuse your indemnity obligations.

12. LINKS

This Site may contain links to other web sites which are provided solely as a convenience to you and the inclusion of any link does not imply endorsement, investigation or verification by TRADECOMPETE of the linked web site or information contained therein. TRADECOMPETE shall not be responsible for the content of any other web sites and makes no representation or warranty regarding any other web sites or the contents or materials on such web sites. If you decide to access other web sites, you do so at your own risk.

13. RELATIONSHIP

The relationship between TRADECOMPETE and you will be that of independent contractors, and neither of us nor any of our respective officers, agents or employees will be held or construed to be partners, joint ventures, fiduciaries, employees or agents of the other as a result of this Agreement or use of this Site.

14. GOVERNING LAW

This Agreement and its performance shall be governed by the laws of the Province of British Columbia, Canada without regard to its conflict of law provisions. You consent and submit to the exclusive jurisdiction of the courts located in the City of Vancouv er, in the Province of British Columbia, Canada, in all disputes arising out of or relating to the use of this Site and this Agreement.

15. ASSIGNMENT

You may not assign, convey, subcontract or delegate your rights, duties or obligations hereunder.

16. SEVERABILITY

These Terms of Use shall be deemed severable. In the event that any provision is determined to be unenforceable or invalid, such provision shall nonetheless be enforced to the fullest extent permitted by applicable law, and such determination shall not affect the validity and enforceability of any other remaining provisions.

17. HEADINGS

The heading used in these Terms of Use are included for convenience only and will not limit or otherwise affect these Terms of Use.

18. ENTIRE AGREEMENT

These Terms of Use, together with those incorporated herein or referred to herein constitute the entire agreement between us relating to the subject matter hereof, and it supersedes any prior understandings or agreements (whether electronic, oral or written) regarding the subject matter, and may not be amended or modified except in writing or by making such amendments or modifications available on this Site.