1. DESCRIPTION OF SERVICE

Targeted Technology Solutions, Inc, owner of TheRetailTradeCenter.com, (TheTradeCenter or “the Service”) connects technology vendors and retailers to a collection of resources, including various communications tools, groupware, search services, personalized content and branded programming. You also understand and agree that the Service may include advertisements and that these advertisements are necessary for TheTradeCenter to provide the Service. You also understand and agree that the Service may include certain communications from TheTradeCenter, such as service announcements, administrative messages and the TheTradeCenter Newsletter, and that these communications are considered part of TheTradeCenter membership and you will not be able to opt out of receiving them. Unless explicitly stated otherwise, any new features that augment or enhance the current Service, including the release of new TheTradeCenter properties, shall be subject to the User Agreement. You understand and agree that the Service is provided "AS-IS" and that TheTradeCenter assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings. You are responsible for obtaining access to the Service and that access may involve third-party fees (such as Internet service provider or airtime charges). You are responsible for those fees, including those fees associated with the display or delivery of advertisements. In addition, you must provide and are responsible for all equipment necessary to access the Service. TheTradeCenter Reserves the right to approve or disapprove all applications for registration in its sole discretion in the best interests of the Service and the Web Site as a Business to Business social exchange.

2. YOUR REGISTRATION OBLIGATIONS

In consideration of your use of the Service, you represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. You also agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Service's registration form (such information being the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or TheTradeCenter has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, TheTradeCenter has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof).

3. THETRADECENTER PRIVACY POLICY

Registration Data and certain other information about you is subject to our Privacy Policy. For more information, see our full privacy policy under separate cover.

4. MEMBER ACCOUNT, PASSWORD AND SECURITY

You will receive a password and account designation upon completing the Service's registration process. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify TheTradeCenter of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. TheTradeCenter cannot and will not be liable for any loss or damage arising from your failure to comply with this Section.

5. MEMBER CONDUCT

You understand that all information, data, text, software, music, sound, photographs, graphics, artwork, video, messages or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. This means that you, and not TheTradeCenter, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available via the Service. TheTradeCenter does not control the Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the Service, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will TheTradeCenter be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Service.

You agree not to use the Service to:

1. upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, knowingly false, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; 2. harm minors in any way; 3. impersonate any person or entity, including, but not limited to, a TheTradeCenter official, employee, or moderator, or falsely state or otherwise misrepresent your affiliation with a person or entity; 4. forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service; 5. upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); 6. upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party; 7. upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, except in those areas that are designated for such purpose; 8. upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; 9. disrupt the normal flow of dialogue, or otherwise act in a manner that negatively affects other users' ability to engage in real-time exchanges; 10. interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; 11. intentionally or unintentionally violate any applicable local, state, national or international law; 12. provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act; 13. "stalk" or otherwise harass another; or 14. collect or store personal data about other users.

You acknowledge that TheTradeCenter may or may not pre-screen Content, but that TheTradeCenter and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or move any Content that is available via the Service. Without limiting the foregoing, TheTradeCenter and its designees shall have the right to remove any Content that violates the User Agreement or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by TheTradeCenter or submitted to TheTradeCenter, including without limitation information in TheTradeCenter Message Boards, and in all other parts of the Service.

You acknowledge, consent and agree that TheTradeCenter may access, preserve, and disclose your account information and Content if required to do so by law or in a good-faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the User Agreement; (c) respond to claims that any Content violates the rights of third parties or other claims of abuse; (d) respond to your requests for customer service; or (e) protect the rights, property, or personal safety of TheTradeCenter, its users and the public.

You understand that the technical processing and transmission of the Service, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

You understand that the Service and software embodied within the Service may include security components that permit digital materials to be protected, and use of these materials is subject to usage rules set by TheTradeCenter and/or content providers who provide content to the Service. You may not attempt to override or circumvent any of the usage rules embedded into the Service. Any unauthorized reproduction, publication, further distribution or public exhibition of the materials provided on the Service, in whole or in part, is strictly prohibited.

Although TheTradeCenter cannot monitor the conduct of its members off the Web site or on the Web site, it is also a violation of these rules to use any information obtained from the Service in order to harass, abuse, or harm another person, or in order to advertise to, solicit, or sell to any member without their prior written consent.

You are solely responsible for your interactions with other TheTradeCenter members. TheTradeCenter reserves the right, but has no obligation, to monitor disputes between you and other Members.

6. SPECIAL ADMONITIONS FOR INTERNATIONAL USE

Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.

7. CONTENT SUBMITTED OR MADE AVAILABLE FOR INCLUSION ON THE SERVICE

TheTradeCenter does not claim ownership of Content you submit or make available for inclusion on the Service. However, with respect to Content you submit or make available for inclusion on publicly-accessible areas of the Service, you grant TheTradeCenter the following world-wide, royalty free and non-exclusive license(s), as applicable:

* With respect to Content you submit or make available for inclusion on publicly-accessible areas of the Service, the perpetual, irrevocable license to use, distribute, reproduce, modify, adapt, publicly perform and publicly display such Content on, in connection with, or to advertise or promote, the Service, and/or related sites.

"Publicly-accessible" areas of the Service are those areas of the TheTradeCenter network of properties that are intended by TheTradeCenter to be available to the general public. By way of example, publicly-accessible areas of the Service would include TheTradeCenter Message Boards, blogs, etc. However, publicly-accessible areas of the Service would not include TheTradeCenter services intended for private communication such as Private Messages, private groups, or areas off of the TheTradeCenter network of properties such as portions of World Wide Web sites that are accessible through hypertext or other links but are not hosted or served by TheTradeCenter.

8. INDEMNITY

YOU AGREE TO INDEMNIFY AND HOLD THETRADECENTER, AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, CO-BRANDERS OR OTHER ASSOCIATED PARTIES, AND THEIR RESPECTIVE EMPLOYEES ("THE INDEMNIFIED PARTIES"), HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS' FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF CONTENT YOU SUBMIT, POST, TRANSMIT OR MAKE AVAILABLE THROUGH THE SERVICE, YOUR USE OF THE SERVICE, YOUR CONNECTION TO THE SERVICE, YOUR VIOLATION OF THE USER AGREEMENT, OR YOUR VIOLATION OF ANY RIGHTS OF ANOTHER. IN ADDITION, YOU AGREE NOT TO ASSERT ANY CLAIMS ARISING OUT OR IN CONNECTION WITH CONTACT OR USE OR OPERATION OF THE SERVICE BY ANY PARTY AGAINST ANY INDEMNIFIED PARTIES. THE FOREGOING SHALL NOT APPLY TO CLAIMS INVOLVING MALEVOLENT OR INTENTIONAL ACTS.

9. NO RESALE OF SERVICE

You agree not to reproduce or duplicate outside of your company’s internal use, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Service (including your TheTradeCenter I.D.), use of the Service, or access to the Service.

10. GENERAL PRACTICES REGARDING USE AND STORAGE

You acknowledge that TheTradeCenter may establish general practices and limits concerning use of the Service, including without limitation the maximum number of days that private messages, message board postings or other uploaded Content will be retained by the Service, the maximum number of private messages that may be sent from or received by an account on the Service, the maximum size of any private message or post that may be sent from or received by an account on the Service, the maximum disk space that will be allotted on TheTradeCenter's servers on your behalf. You agree that TheTradeCenter has no responsibility or liability for the deletion or failure to store any messages and other communications or other Content maintained or transmitted by the Service. You acknowledge that TheTradeCenter reserves the right to log off accounts that are inactive for an extended period of time. You further acknowledge that TheTradeCenter reserves the right to modify these general practices and limits from time to time and without notice to you.

11. MODIFICATIONS TO SERVICE

TheTradeCenter reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice unless otherwise required in the incorporated contracts for service. You agree that TheTradeCenter shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

12. TERMINATION

You agree that TheTradeCenter may, under such circumstances as it deems appropriate, in its sole discretion, and without prior notice, immediately terminate your TheTradeCenter account, any associated other accounts, and access to the Service. Cause for such termination shall include, but not be limited to, (a) breaches or violations of the User Agreement or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) discontinuance or material modification to the Service (or any part thereof), and (d) unexpected technical or security issues or problems. Termination of your TheTradeCenter account includes (a) removal of access to all offerings within the Service, including but not limited to TheTradeCenter Private Messages, groups, etc. (b) deletion of your password (c) barring further use of the Service. Further, you agree that all terminations for cause shall be made in TheTradeCenter's sole discretion and that TheTradeCenter shall not be liable to you or any third-party for any termination of your account, any associated email address, or access to the Service.

13. DEALINGS WITH ADVERTISERS, VENDORS OR MEMBERS

Your correspondence or business dealings with, or participation in promotions of, advertisers,vendors or other members, whether paid for the consideration or not, found on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. You agree that TheTradeCenter shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Service.

14. LINKS

The Service may provide, or third parties may provide, links to other World Wide Web sites or resources. Because TheTradeCenter has no control over such sites and resources, you acknowledge and agree that TheTradeCenter is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that TheTradeCenter shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.

15. THETRADECENTER'S PROPRIETARY RIGHTS

You acknowledge and agree that the Service and any necessary software used in connection with the Service ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that Content contained in sponsor advertisements or information presented to you through the Service or advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by TheTradeCenter or advertisers, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Software, in whole or in part.

TheTradeCenter grants you a personal, non-transferable and non-exclusive right and license to use the object code of its Software; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Service. You agree not to access the Service by any means other than through the interface that is provided by TheTradeCenter for use in accessing the Service.

16. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

1. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THETRADECENTER EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. 2. THETRADECENTER MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. 3. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. 4. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THETRADECENTER OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE USER AGREEMENT.

17. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THETRADECENTER SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THETRADECENTER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.

18. EXCLUSIONS AND LIMITATIONS

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 16 AND 17 MAY NOT APPLY TO YOU.

19. NO THIRD-PARTY BENEFICIARIES

You agree that, except as otherwise expressly provided in this User Agreement, there shall be no third-party beneficiaries to this Agreement.

20. NOTICE

TheTradeCenter may provide you with notices, including those regarding changes to the User Agreement, by email, regular mail, or postings on the Service.

21. TRADEMARK INFORMATION

TheTradeCenter trademarks and service marks and other TheTradeCenter logos and product and service names are trademarks of Targeted Technology Solutions, Inc (the "TheTradeCenter Marks"). Without TheTradeCenter's prior permission, you agree not to display or use in any manner, the TheTradeCenter Marks.

22. NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT OR INTELLECTUAL PROPERTY INFRINGEMENT

TheTradeCenter respects the intellectual property of others, and we ask our users to do the same. TheTradeCenter may, in appropriate circumstances and at its sole discretion, disable and/or terminate the accounts of users who are infringers. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide TheTradeCenter's Copyright Agent the following information:

1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; 2. a description of the copyrighted work or other intellectual property that you claim has been infringed; 3. a description of where the material that you claim is infringing is located on the site; 4. your address, telephone number, and email address; 5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; 6. a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

TheTradeCenter's Agent for Notice of claims of copyright or other intellectual property infringement can be reached as follows:

By mail: Lee Kent c/o Targeted Technology Solutions, Inc 4213 Berkford Circle Atlanta, GA 30319

By email: copyright@theretailtradecenter.com

23. GENERAL INFORMATION
Entire Agreement. This User Agreement and the other policies and rules referred to herein, as may be amended, updated or implemented by TheTradeCenter, from time to time, constitute the entire agreement between you and TheTradeCenter and govern your use of the Service, superseding any prior agreements between you and TheTradeCenter. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other TheTradeCenter services, affiliate services, third-party content or third-party software.

Choice of Law and Forum. The User Agreement and the relationship between you and TheTradeCenter shall be governed by the laws of the State of Georgia without regard to its conflict-of-law provisions. You and TheTradeCenter agree to submit to the personal and exclusive jurisdiction of the courts located within the state of Georgia.

Waiver and Severability of Terms. The failure of TheTradeCenter to exercise or enforce any right or provision of the User Agreement shall not constitute a waiver of such right or provision. If any provision of the User Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the User Agreement remain in full force and effect.

Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the User Agreement must be filed within six (6) months after such claim or cause of action arose or be forever barred.

The section titles in the User Agreement are for convenience only and have no legal or contractual effect.

24. VIOLATIONS

Please report any violations of the User Agreement via feedback at http://www.TheRetailTradeCenter.com

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