These terms and conditions of use ("Terms of Use") govern Your access and use of the TradePlanet website d/b/a TradePlanet LLC ("TradePlanet LLC") located at www.goTradePlanet.com (The "Website") and all services provided through or in connection with the Website. Additionally related documents that apply to Your access and use of this Website and/or services provided in connection therewith are expressly incorporated into these Terms of Use and may be directly accessed by clicking on the following links:

1. GENERAL TERMS

TradePlanet LLC owns and operates the Website through which it advertises, markets, offers and provides certain information and services. Portions of the Website may be generally publicly available and may be accessed by any Internet user ("User"). Other restricted sections of the Website and certain subscription services may only be available and may only be accessed by Users who have a paid subscription and use their unique User name and Password ("Subscribers"). These Terms of Use govern the terms and conditions under which "You" (as a Subscriber, User or both) may access either the public or restricted portions of the Website and/or any subscription service that You receive from TradePlanet LLC.

2. OWNERSHIP OF WEBSITE AND ITS CONTENT

This Website is owned and operated by TradePlanet LLC. All of the information and content featured or displayed on the Website (the "Content"), including, but not limited to, listings of trade companies, general contractors/builders, representatives, agencies, text, graphics, photographs, images, illustrations and software, is owned by or licensed to TradePlanet LLC or its advertisers. TradePlanet LLC reserves the right to amend, change, alter, enhance, remove, or cease to provide access to the Website or its content at any time, without prior notice to any User and/or Subscriber to the extent not prohibited under Your Subscription Agreements.

3. TRADEMARKS

TradePlanet LLC, owns any and all intellectual property rights arising out of, related to, or in any way connected with www.goTradePlanet.com and the TradePlanet LLC logos, including, but not limited to, the blue planet and moon logo ("TradePlanet LLC Intellectual Property"). You cannot use the TradePlanet LLC Intellectual Property without first obtaining TradePlanet LLC' specific written permission. Nothing on the Website shall be construed as granting a license or right to use the TradePlanet LLC Intellectual Property without its permission.

4. NEWSLETTERS AND PROMOTIONS

By providing TradePlanet LLC with Your email and/or other contact information, You agree to receive all email newsletters, email promotions and direct mail promotions produced by TradePlanet LLC and its affiliates. You may opt out of our email promotions and newsletter at any time by clicking the unsubscribe link located in our emails. TradePlanet LLC values Your privacy. Neither TradePlanet LLC nor its affiliates will sell or rent Your contact information to any third-parties. To view TradePlanet LLC' full privacy policy, click here.

5. TRADEPLANET LLC BLOG

The Website presently does not permit access and participation in the TradePlanet LLC blog. The TradePlanet LLC blog is a blog by TradePlanet LLC's editorial staff.  You may submit suggestions for posts or entire blog posts for review.  By submitting a blog post, You agree to the possibility of this outcome and to be bound by these Terms of Use. Notwithstanding the foregoing, You understand and agree that TradePlanet LLC's role in connection with the blog is as an Internet Service Provider and that TradePlanet LLC is not and will not be liable for any posted comment or response to a comment which is authored or submitted by anyone other than TradePlanet LLC.

6. HARDWARE, SOFTWARE AND CONTENT

TradePlanet LLC shall obtain and maintain the computer hardware and software necessary to perform its obligations under the Terms of Use. Such hardware and software shall not be dedicated hardware or software. Nothing in the Terms of Use grants You, as a User and/or Subscriber, or any other person, any right, title or interest in or to TradePlanet LLC' hardware, software or any database or Content stored thereon. From time to time, the Website, its Content or functionality, may be unavailable due to essential updating, maintenance, updating of the Terms of Use, modification, investigative procedures, enhancements or any other reason. TradePlanet LLC does not warrant that access to the Website, its Contents or functionality will be constant and always available or without interruption. TradePlanet LLC will not be liable to You, as a User or Subscriber, in the event of service or access interruptions.

7. THIRD-PARTY LINKS

The Website may contain links to third-party Websites. Such other Websites are not owned, operated or controlled by TradePlanet LLC. You agree that TradePlanet LLC is not responsible for the content or functionality contained on any such third-party Website and that You waive any and all claims against TradePlanet LLC as to any loss incurred as the result of Your access or use of such third-party Website.

8. SUBSCRIPTIONS

TradePlanet LLC offers paid Subscribers a trade listing in the database or access to the database as well as a variety of promotion and data access services in exchange for a fee ("Subscriptions"). Depending on the Subscription(s) selected and paid for by You, You (and the individuals, such as other users, assistants, representatives, etc., that are working with You to assist Your efforts) may be permitted to maintain or view information contained in TradePlanet LLC's "Trade Listing Database" and/or receive services (collectively "Services") as offered by TradePlanet LLC through this Website or otherwise. TradePlanet LLC offers different levels of Subscriptions, depending on Your unique characteristics, such as number of locations, number of users, nature of the Subscription(s) (search or Listing) selected, etc. ("Subscription Level"). Any information, software or other material provided to You by TradePlanet LLC under Your Subscription is for the limited use and purpose of that Subscription and only to the extent permitted by Your Subscription Level.

In order to Subscribe, in addition to agreeing to these Terms of Use, You must enter into and agree to be bound by the terms of Your Subscription Agreement and Invoice ("Subscription Agreement") with TradePlanet LLC. A copy of the Subscription Agreement can be accessed by clicking here. These Terms of Use and any applicable Services Agreements are expressly incorporated into and are made part of the Subscription Agreement.

a. Subscriber’s Limits

You may not publish, distribute or disclose the information in the Trade Listing Database obtained through a subscription to any third-party nor allow any third-party to access, use, or benefit from the Trade Listing Database or information contained therein, except for the purpose of assisting You in Your efforts;

You may not alter, misconstrue, deface, or change in any way the information contained in the Trade Listing Database or act in any way that will change its original meaning or representation;

You may not, without the prior written consent of TradePlanet LLC, use or permit the use of the information in the Trade Listing Database:

to generate any statistical information or analysis;

prepare any comparison to other information databases for purpose of furnishing the comparison or data, in any manner, to a third-party;

in connection with individual credit, employment or insurance applications;

for the purpose of compiling, enhancing, verifying, supplementing, adding to, or deleting from any mailing list, geographic or trade directories, business directories, classified directories, classified advertising, or other compilation of information which is sold, rented, published, furnished or in any manner provided to a third-party.

b. Subscriber's Obligations

As a Subscriber, You must comply with Your obligations under these Terms of Use and any other Agreement with TradePlanet LLC, including, but not limited to, Your obligation to make timely payment as set forth below and/or in Your Subscription Agreement with TradePlanet LLC. If You do not comply with any obligation under these Terms of Use or other Agreement with TradePlanet LLC (including non-renewal or non-payment under the Subscription), TradePlanet LLC, in its sole discretion, may terminate Your access to the Trade Listing Database (and support services in connection therewith) and/or may cease providing Trade Company Listing Services. If TradePlanet LLC terminates Your access to the Trade Listing Database or Listing Services due to Your breach of the terms of this Terms of Use or other Agreement with TradePlanet LLC, You agree that you will nevertheless be obligated to make full payment of all Subscription fees, which will become immediately due upon termination. The foregoing is without waiver of TradePlanet LLC' right to seek any and all further and additional relief for Your breach whether available at equity or at law.

Upon expiration, non-renewal, or termination by TradePlanet LLC, You may no longer access, use or possess the information contained in the Trade Listing Database and TradePlanet LLC will cease providing support and/or Services.

c. Subscriber's Promises and Warranties

As a condition of receiving access or services under Your Subscription:

You agree that you will use any data, information and services that you obtain in compliance with any and all applicable U.S. Federal and State laws, rules and regulations, including, but not limited to, those concerning fax broadcasts, email transmissions, and direct marketing.

You further agree to make yourself aware of and to fully comply with all non-United States laws that may be applicable to Your use of the data, including those laws that are applicable to the jurisdiction to which You direct any email transmission, fax or direct marketing.

You agree that You shall keep up-to-date and abide by current business practices respecting the privacy of consumers. You agree that You shall not supply or enter any information into any TradePlanet LLC database that is false, defamatory, harmful, viral in nature, vindictive or negative in any way. You agree that You shall not use any information obtained from TradePlanet LLC for an illegal purpose or for any purpose that can be reasonably construed as objectionable.

You agree that You shall keep confidential User names, Passwords, contacts, lists, and any other information derived from Your access and use of the Trade Listing Database or Listing Services. You promise and agree that You shall not allow any individual or entity to use or view any of the contacts or information that You have derived from Your relationship with TradePlanet LLC for any purpose other than assisting You in Your construction efforts. You Agree that if your User name and/or Password is misplaced or is delivered to another individual, or if You allow another individual or entity to use, view or access the Trade Listing Database or Listing Services, for any purpose other than assisting You in Your own effort, You shall be liable for and reimburse TradePlanet LLC for the purchase of a full Subscription at the rates in effect at the time, as well as costs and fees, including attorneys' fees, incurred by TradePlanet LLC to investigate and correct Your breach. The foregoing is without waiver of any remedy that may also be available to TradePlanet LLC under law or equity.

You agree that TradePlanet LLC has sole discretion to determine whether You have supplied or used any information or services in a manner that is in excess of Your Subscription Level, in breach of Your promises under the Terms of Use or any agreement with TradePlanet LLC or in a manner that is illegal or objectionable. You agree that in such event, TradePlanet LLC may take such steps that TradePlanet LLC deems appropriate, including, but not limited to, removal of the objectionable material and termination of Your access and services under the Subscription Agreement(s).

d. Seeding Data Lists

You understand TradePlanet LLC engages in the process of "seeding" of its mailings, contact lists, and other data listings, so that it may detect possible violation, fraud and unauthorized distribution or use of the information contained therein in violation, breach or in excess of Your Subscription. You hereby consent to "seeding" by TradePlanet LLC in the manner and to the extent that TradePlanet LLC deems necessary and appropriate.

e. Subscription Termination

Your access to the Trade Listing Database and/or receipt of Listing Services may be suspended or terminated at TradePlanet LLC' sole discretion, upon any of the following occurrences:

Your failure to pay Subscription fees, dues or expenses as due under the Terms of Use, Subscription Agreement, or Services Agreement;

Your Subscription(s) has expired and has not been renewed;

Suspicion by TradePlanet LLC that Your User name and/or Password has been lost, stolen, sold, conveyed or loaned to a person not entitled to view or have access to the Trade Database or Services;

Suspicion by TradePlanet LLC that You have distributed materials, information or data that you obtained through TradePlanet LLC to individuals or entities not entitled to possess those materials under the terms of this Terms of Use, Your Subscription Agreement and/or Services Agreement;

Suspicion by TradePlanet LLC that You have used data or services derived from Your Subscription in a manner that is illegal under U.S. law or any non-US law; and

Your breach of any provision in this Terms of Use, Your Subscription and/or Your Services Agreement with TradePlanet LLC.

Upon termination of the Subscription, You shall immediately discontinue using any information, software or other materials provided to You by TradePlanet LLC. You will lose access and rights to all data stored in your Subscription account.

9. TRADEPLANET LLC' GRANT OF LIMITED LICENSE

a. User License

Subject to the User's acceptance of, and compliance with this Terms of Use, TradePlanet LLC hereby grants each User a non-exclusive, non-transferable license to access or view only those portions of the Website that are available for public access without requiring a paid Subscription or Introductory Subscription. TradePlanet LLC reserves the right to amend, terminate or modify the User's License and/or access to the Website at any time with or without prior notice to the User.

b. Subscriber License

Subject to Your acceptance of, and compliance with, the Terms of Use, Subscription Agreement and any applicable Services Agreement, TradePlanet LLC hereby grants a non-exclusive, non-transferable limited license to each Subscriber to access, view and use of the Trade Listing Database and/or Listing Services, only to the extent and as strictly limited to such access or services provided for under the individual Subscriber's paid Subscription.

c. Limitation on License

As a User and/or Subscriber may not, under any circumstances, do any of following:

You may not use the name TradePlanet LLC or www.goTradePlanet.com for Your own or anyone else's promotional purposes;

You may not include the name TradePlanet LLC or www.goTradePlanet.com in any promotional products unless such use is specifically pre-approved by TradePlanet LLC, in writing;

You may not participate in any activity deemed by TradePlanet LLC, in its sole and exclusive determination, to be unacceptable or in violation of the terms of the Terms of Use or any other agreement with TradePlanet LLC;

You may not participate in any activity that may be construed as damaging, detrimental, or competitive to TradePlanet LLC, the Contact Database or its Services;

You may not interfere with TradePlanet LLC' seeding of the Trade Listing Database, emails, postal mail or other data lists, or TradePlanet LLC' detection of a seed; and

You may not sell, assign, publish, distribute, hand out, allocate, issue, dispense, allow any other entity or person access to, or convey any part of the Contact Database or any part of any information obtained through TradePlanet LLC' data, information, lists or services, without the express prior written consent of TradePlanet LLC.

10. SUBSCRIPTION FEE

The Subscriber agrees to pay the Subscription Fees set forth in the Subscription Agreement between Subscriber and TradePlanet LLC, in full, for all Subscription(s) that You select at the time that You subscribe to for services and authorization for TradePlanet LLC to automatically charge the Subscriber's card for each periodic payment without requiring further authority from the Subscriber. Payment, as set forth in Your Subscription Agreement with TradePlanet LLC, must be made by You prior to Your access to and/or use of the Subscription(s) or receipt of any Services in connection with and, if applicable, must continue to be made in a timely fashion throughout Your Subscription's Duration.

Your Subscription Fee(s) may be subject to certain federal, state or local taxes, which are not included and are in addition to Your Subscription Fee. In all circumstances, where TradePlanet LLC is required by law to collect such taxes from You, it shall do so.

Subscription Fees are not refundable under any circumstance. You agree that You will pay all Subscription Fees, and applicable taxes, regardless of whether You, as a Subscriber, access or use the Subscription data, information, materials or Services available to you as a result of your Subscription or whether your Subscription is terminated by TradePlanet LLC due to expiration or your breach of these Terms of Use and/or any other agreement between You and TradePlanet LLC.

You authorize TradePlanet LLC to charge Your account for any fee incurred due to a dishonored payment or the Subscriber's violation of the Terms of Use or other agreement between You and TradePlanet LLC. Failure to pay upon request, or if payment is declined, shall result in immediate suspension of the Subscriber's User name and Password and termination of the Subscriber's access to and/or use of the Subscriptions or receipt of any Marketing or Consulting Services. Failure to pay any outstanding balance may result in legal action against the Subscriber and any person who is presumed to have had access to the account, including, but not limited to, assignment of the account to a collections agency or pursuing other methods of collection.

13. USER/SUBSCRIBER WARRANTIES

As a User and/or Subscriber, You agree that You will not, under any circumstances, use the Website or any services provided by TradePlanet LLC in connection with the Website to do the following:

(i) You will not make available any material that is protected by another's copyright, trademark, trade secret, or other intellectual property right, or is otherwise subject to third-party proprietary, privacy or publicity rights, unless You are the owner of such rights or have permission from their rightful owner to post the material and to grant TradePlanet LLC all required license rights.

(ii) You will not make available any material that is false, misleading, harmful, abusive, tortious, vulgar, unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or sexually or ethnically offensive, or that encourages conduct that would be considered a criminal offense, gives rise to civil liability, violates any law, or is otherwise inappropriate;

(iii) You will not cause harm, of any type, to minors;

(iv) You will not submit materials or post links to advertisements or solicitations of business other than advertisements or solicitations of business reasonably necessary to use the Website for its Intended Purpose;

(v) You will not intentionally or unintentionally violate or aid others in the violation of any applicable local, state, national or international law or regulation;

(vi) You will not enable or assist in the transmission of "junk mail," "chain letters," "pyramid schemes," unsolicited mass mailings, instant messaging, "spimming," or "spamming" or any other form of improper or illegal solicitation now known or that may be developed in the future;

(vii) You will not "stalk" or otherwise harass another person or assist another in doing so;

(viii) You will not collect or store private or personally identifying information about others for unlawful or inappropriate purposes;

(ix) You will not misrepresent or assist others in misrepresenting the origin of any Content, Subscriber's Content or Offered Content on the Website or services provided by TradePlanet LLC;

(x) You will not impersonate any person or entity, including, but not limited to, TradePlanet LLC' officials, employees, consultants, or otherwise misrepresent Your affiliation with any person or entity;

(xi) You will not make available any material that You are prohibited from disclosing as a result of Your contractual or fiduciary relationship with another individual or entity or as a matter of law or regulation;

(xii) You will not make available or distribute any materials, computer code or "malware" that facilitates hacking, or that is intended to interfere with or destroy the functionality of any Website, computer software, hardware or telecommunications equipment or to interfere with the performance or functionality of this Website or any other Website, including, but not limited to, software viruses, worms, Trojan horses, time bombs, trap doors or any other computer code, files or programs or repetitive requests for information, any other form of improper or illegal malware now known or that may be developed in the future. See TradePlanet LLC Security Policy.

(xiii) You will not download data from any TradePlanet LLC database through automated means, including spiders, robots, crawlers or other automated means now known or that may be developed in the future;

(xiv) You will not harvest, modify, publish, transmit, transfer, sell, reproduce, create derivative works from, distribute, perform, link, display or in any way exploit any Content (including someone else's Subscriber Content), including, but not limited to, incorporating data from any TradePlanet LLC database into any email or "white pages" products or services, whether browser-based, based on proprietary client-site applications, web-based, or otherwise;

(xv) You will not sell, distribute, or make any use of, commercial or otherwise, data obtained from any TradePlanet LLC database in a manner that could be expected to offend the person for whom the data is relevant;

(xvi) You will not create and maintain an TradePlanet LLC user profile that contains hyperlinks to content not permitted on TradePlanet LLC;

(xvii) You will not interfere with or disrupt the Website or servers or networks connected to the Website, or disobey any requirements, procedures, policies or regulations of networks connected to the Website;

(xviii) You will not access the Website after Your access or subscription has been terminated by TradePlanet LLC for any reason; and

(iv) You will not make available any materials, or act in any manner that is offensive to the TradePlanet LLC community or the spirit of these Terms of Use.

You acknowledge and agree that TradePlanet LLC may, but is not required to, monitor Your conduct in connection with the Website and any services provided by TradePlanet LLC in regard thereto. You agree that TradePlanet LLC may remove any materials Submitted by You, restrict Your access to the Website and/or terminate any and all Subscription Agreements or other agreements between You and TradePlanet LLC, if TradePlanet LLC, in its sole discretion, determines that you have taken actions in violation of these Terms of Use and/or any other agreement between You and Agency. You understand that in the event of termination for any cause You will not be entitled to a refund of the Subscription Fee and will be required to make all periodic payments that remain outstanding at the time of the termination. You understand and agree that TradePlanet LLC may access, preserve and disclose your User and/or Subscriber account information if TradePlanet LLC determines that it is necessary to do so in order to comply with apparently valid legal proceedings to process a good faith complaint by a third-party that You have violated these Terms of Use, or to protect the legal rights, property or personal safety of TradePlanet LLC, its Users and Subscribers and the public at large.

15. DISCLAIMERS AND LIMITATIONS OF WARRANTIES

TradePlanet LLC uses reasonable efforts to ensure the accuracy, correctness and reliability of the Content of the Website, but it makes no representations or warranties as to the Content's accuracy, correctness or reliability and You may not rely on any statement, express or implied, to the contrary. TradePlanet LLC will not knowingly promote or display inaccurate, incorrect, or unreliable Content. If TradePlanet LLC is provided with actual knowledge that the Content contains incorrect or unreliable facts, TradePlanet LLC will take reasonable steps to correct or remove same within a reasonable time after receiving actual notice of its inaccuracy.

THIS WEBSITE AND ITS CONTENT, AS WELL AS THE INFORMATION, DATABASE AND SERVICES ASSOCIATED THEREWITH ARE PROVIDED "AS IS." TRADEPLANET LLC EXCLUDES AND DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR A GENERAL OR PARTICULAR PURPOSE. TRADEPLANET LLC IS NOT LIABLE FOR DAMAGES OF ANY KIND ARISING FROM THE USE OF THE WEBSITE, ITS CONTENTS AND/OR THE DATA OR SERVICES PROVIDED IN CONNECTION THEREWITH, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES. THE FUNCTIONS EMBEDDED IN, OR THE MATERIALS AND CONDUCT AVAILABLE AT THIS WEBSITE ARE NOT WARRANTED TO BE UNINTERRUPTED OR WITHOUT ERROR. THE USER AND/OR SUBSCRIBER ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION DUE TO THE USER'S AND/OR SUBSCRIBER'S USE OF THIS WEBSITE OR RELATED SERVICES. EXCEPT AS OTHERWISE REQUIRED BY APPLICABLE LAW, NEITHER TRADEPLANET LLC NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR CONTRACTORS ARE LIABLE FOR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, DIRECT, INDIRECT, COMPENSATORY, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES) ARISING OUT OF USER'S AND/OR SUBSCRIBER'S USE OF, OR INABILITY TO USE, OR THE PERFORMANCE OF THIS WEBSITE, ITS CONTENT AND/OR DATA OR SERVICES PROVIDED IN CONNECTION THEREWITH, WHETHER OR NOT TRADEPLANET LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

16. LIMITATION OF LIABILITY

TRADEPLANET LLC DOES NOT GUARANTEE RESULTS. IN NO EVENT SHALL TRADEPLANET LLC BE LIABLE FOR GENERAL, INDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE LOSS, DAMAGE OR EXPENSE, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST REVENUES, LOST BUSINESS OPPORTUNITIES WITHOUT LIMITATION AS TO WHETHER SUCH DAMAGES ARE CONSIDERED TO BE DIRECT, GENERAL OR CONSEQUENTIAL DAMAGES. TRADEPLANET LLC SHALL NOT BE LIABLE, (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY IN TORT OR BY STATUTE OR OTHERWISE) FOR ANY AND ALL CLAIMS RELATED TO THESE TERMS OF USE OR OTHER AGREEMENT, EXCEPT TO THE EXTENT OF TRADEPLANET LLC' GROSS NEGLIGENCE OR WILLFUL CONDUCT. IT IS AGREED THAT SHOULD ANY LIABILITY ON THE PART OF TRADEPLANET LLC BE PROVEN, IT WILL NEVERTHELESS BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ANTICIPATE OR FIX THE AMOUNT OF DAMAGES THAT WERE PROXIMATELY CAUSED BY SUCH LIABILITY. THEREFORE IT IS AGREED THAT IN NO EVENT MAY THE USER OR SUBSCRIBER RECOVER AN AMOUNT IN EXCESS OF THE AGGREGATE OF FEES PAID TO TRADEPLANET LLC OR $500 IN THE EVENT THAT NO FEES WERE PAID, IN FULL AND COMPLETE SATISFACTION OF ANY AND ALL CLAIMS. IT IS AGREED THAT THE FOREGOING LIMITATION IS NOT INTENDED TO BE AND IS NOT A PENALTY.

17. INDEMNIFICATION

In addition, and notwithstanding any other action taken by TradePlanet LLC under these Terms of Use, You hereby expressly and unqualifiedly agree (to the fullest extent permitted by law) to defend, indemnify and hold harmless, (including payment of TradePlanet LLC' attorneys' fees, costs and expenses), TradePlanet LLC and its owners, operators, directors, agents, affiliates, contractors, employees, licensors and other affiliates in connection with any allegation, claim, suit, litigation, action, choice or demand of any type, in any judicial or extra-judicial forum, arising out of, related to or in connection with (a) Your products or services or the content of Your Subscriber's Content, including, without limitation, any claim alleging any violation of a third-party's intellectual property, proprietary or privacy rights; or (b) Your breach of any of Your obligations, duties, representations or warranties contained in these Terms of Use or any other agreement between You and TradePlanet LLC ("Asserted Claims"). You agree that your obligations to indemnify, defend and hold harmless, are triggered upon a third-party's notice to You or TradePlanet LLC of the Asserted Claim and shall continue through and including resolution, by any method, of the Asserted Claim against TradePlanet LLC, regardless of whether it is ultimately determined that the Asserted Claim was with or without merit. TradePlanet LLC shall promptly notify You, in writing, when it receives Notice of an Asserted Claim and shall accommodate Your reasonable requests for cooperation and information.

18. MISCELLANEOUS

a) Relationship of the Parties. You and TradePlanet LLC are independent contractors. There is no partnership, agency or joint venture relationship between them.

b) Location of Negotiations and Services. You agree that the Website and any and all services provided by TradePlanet LLC, as well as the negotiation and agreement of these Terms of Use and any other agreement between You and TradePlanet LLC, shall be deemed to have occurred solely and exclusively within the State of Georgia, County of Forsyth.

c) Choice of Law. You hereby agree that these Terms of Use and any other agreement between You and TradePlanet LLC shall exclusively and solely be governed and interpreted under and in accord with the laws of the State of Georgia, (except to the extent that Georgia choice of law principles would require application of any other law) regardless of where You, any of TradePlanet LLC' representatives or agents, or TradePlanet LLC' servers may be located.

d) Jurisdiction and Forum. You hereby agree that any dispute that arises under, is connected to or relates in any manner to, these Terms of Use, the Website, services provided by TradePlanet LLC, or any other agreement between You and TradePlanet LLC shall be subject to the sole and exclusive jurisdiction of the United States District Court for the District of Georgia or, in the event that jurisdiction is not available in the federal court, then in the Supreme Court of the State of Georgia, County of Forsyth, only. You hereby consent to the exercise of personal jurisdiction over You by the Georgia courts as to any such dispute.

e) Force Majeure. If You or TradePlanet LLC are unavoidably delayed or prevented from the performance of any obligation under these Terms of Use or other agreement between TradePlanet LLC and You through no fault of their own, as a result of acts or conditions outside their control which render such performance impossible, including without limitations, to Acts of God, insurrection, war, national, state or local emergencies, labor disputes, adverse weather (such as storms, rain, hurricanes, blizzards, etc.), failure of utility services, restrictive governmental law or regulations, police intervention or other additional or similar causes beyond their control, their performance of such obligation shall be excused only for such period of delay. Notwithstanding the foregoing, You agree that all fees and payments shall not be excused or delayed and shall continue to be made by You as due and owing under these Terms of Use or any other agreement between You and TradePlanet LLC during the period that any other performance is impossible.

f) Specific Performance. You acknowledge that a breach of these Terms of Use or other agreement between You and TradePlanet LLC will cause irreparable injury and that money damages may be inadequate to remedy the injury to TradePlanet LLC. Therefore, in the event of a breach or threatened breach, TradePlanet LLC will be entitled to equitable relief, including injunctive relief and specific performance, without the posting of a bond or other security, and without proof of actual damages.

g) No Third-Party Rights. Nothing in these Terms of Use creates any right in any person not a party to the Terms of Use, and the Terms of Use shall not be construed in any respect to be a contract in whole or in part for the benefit of any third person.

h) Complete Agreement. These Terms of Use, as well as any applicable Subscription or Services Agreement, and any documents expressly referenced therein, together constitute the full agreement between You and TradePlanet LLC as to the matters contained therein. In the event of a conflict between these Terms of Use and any Subscription or Services Agreement, the specific terms of the Subscription or Services Agreement shall apply. These Terms of Use, and any Subscription Agreement and/or Services Agreement may not be amended, changed or supplemented unless in writing and agreed to by You and TradePlanet LLC. All prior and contemporaneous negotiations and agreements between You and TradePlanet LLC are expressly merged into and superseded by the Terms of Use and any Subscription or Services Agreement and may not be explained, supplemented, or qualified through evidence of trade usage or a prior course of dealings. You warrant that You have not relied upon any statement, representation, warranty, or agreement, except for those expressly contained in the Terms of Use or applicable Subscription or Services Agreement.

i) Updates and Amendments. TradePlanet LLC reserves the right to modify, update, add, delete, revise and change these Terms of Use at any time. Such changes are effective, and You agree to be bound by such changes, when You "click" the Accept button on the TradePlanet Website, or 30 days from the date the changes are posted to the Website, whichever occurs sooner.

j) Severability of Provisions. If any provision of the Terms of Use, Subscription or Services Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions will remain in full force and effect to the extent that performance of the remaining terms is not rendered impossible.

k) Waiver. Failure to exercise, or any delay in exercising, any right or remedy provided under this or any agreement between You and TradePlanet LLC or by law shall not constitute a waiver of that or any other right remedy, nor shall it preclude or restrict any further exercise of that right or any other remedy in the future against You or any other individual or entity.

l) Notices. Notices by TradePlanet LLC to You may be given by means of electronic messages through the Website, by a general posting on the Website, or by conventional email at the email address You provided in Your user account. It is Your responsibility to ensure that TradePlanet LLC continues to have up-to-date contact information for You. Notices by You to TradePlanet LLC may be given by electronic messages, unless otherwise specified in these Terms of Use or any other agreement between You and TradePlanet LLC. TradePlanet LLC' contact information may be found by clicking here.

m) Binding Provisions. These Terms of Use, Subscription Agreement and Services Agreements are binding and inure to the benefit of the parties and their respective heirs, executors, administrators, personal and legal representatives, affiliates, successors, and permitted assigns.

n) Assignment. You agree that You may not assign Your rights or obligations under the Terms of Use or any agreement between You and TradePlanet LLC without the prior, written consent of TradePlanet LLC.

o) Headings. The descriptive headings of the sections and subsections of the Terms of Use are for convenience only and do not affect the interpretation or construction of the Terms of Use.

Version 2

Eff. Date December 15, 2025