This agreement ("Agreement") is a contract between ServiceLive, Inc. ("ServiceLive") and you (the individual or entity, "you" or "Provider Firm") who registers as a Provider Firm on ServiceLive.com or any related website ("Site"). This Agreement is effective when you click the "I Agree" checkbox on the Site. This Agreement incorporates by reference Appendix #1 (Additional Terms and Conditions) attached hereto and this Agreement together with the Terms of Service (collectively, the "Terms"), governs your membership on and use of the Site, the Services (as defined below) provided by ServiceLive and the transactions conducted through the Site (collectively, your "Membership"). Capitalized terms used herein, but not defined herein, will have the meaning set forth in the other Terms. In consideration of the each of our obligations below and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, we each agree as follows:

This is a contract between you, the Provider Firm, and ServiceLive. Be sure to read our Terms of Use and our Privacy Policy.

This summary does not limit or alter the full terms to the left.

1. ServiceLive Membership. ServiceLive.com is a venue (together with the othr services we provide, collectively the "Service"), for you and other service provider firms (each a "Provider Firm" or "Company") to offer the services of their service professionals (each a "Provider" or "Pro") to individuals and/or entities who wish to buy services ("Buyers") and for Buyers to route requests for services ("Service Orders"), to Providers of their choosing. You and other Provider Firms and Buyers are together referred to as "Members". Your Membership provides your firm with the opportunity to market your Providers' (as defined below), services to Buyers who create a Service Order on the Site. ServiceLive's Site allows you to monitor Service Orders, communicate with Buyers, accept Service Orders on behalf of your Providers and counter offer a Service Order (via the "Conditional Acceptance" functionality) through a variety of technologies. Your Membership also provides you with the ability to receive funds in a virtual account (your "ServiceLive Wallet"); subject to the terms of the Payment System (see link below). As part of the Services, ServiceLive may offer you additional products and/or services from time to time.

ServiceLive is a venue for providers (like you) to receive service orders from Buyers.

You must accept these Terms to become a Member.

We look forward to having you as a Member.

2. Click The "I Agree" Checkbox. You must register each individual who may accept Service Orders and otherwise communicate or your behalf (each a "Provider Agent"); if you identify a Provider Agent as being one of your service professionals (each a "Provider"), you authorize such Provider to perform service under Service Order accepted by you. You will: (A) create a separate individual profile for each Provider Agent, (B) be responsible for all acts or omissions of Provider Agents registered under your account, (C) accept each Service Order for a specific Provider and will not substitute Providers without the Buyer's prior consent, and (D) agree on behalf of, and will require each Provider Agent to agree, to the Terms as if such Provider Agent were you under these Terms.

By accepting the Terms and completing the registration process, you are simultaneously (i) registering as a Provider Firm and as a Provider; and (ii) representing, warranting and covenanting that you and each Provider registered by you/your firm can legally enter into these Termsand that you have the right to register your Providers. If you do not accept these Terms, you and your Providers are not authorized to use the Site and/or register for a Provider Firm Membership. If you have any questions about these Terms, please contact ServiceLive at info@servicelive.com. All references to "you" in these Terms will also refer to your Provider Agents and other Personnel (as defined below).

You can give others (your Provider's Agents) the ability to accept Service Orders on your behalf.

You must register each service provider who works for you as a Provider.

We hope you will join.

3. Service Order Process. As a Provider Firm, you elect which of your Providers to make available on the Site and which of your Personnel are authorized to accept Service Orders and otherwise communicate on your behalf. Buyers have the option of posting Service Order(s) on the Site on a "Name Your Price" or a "Bid" basis. Buyers select the individual Providers to whom their Service Order(s) are offered.

A. "Name Your Price" Posted Service Orders By posting a Service Order using the "Name Your Price" option on the Site, each Buyer agrees such Service Order(s) are a binding offer (that will remain open as provided on the Site) and that may be accepted by any of the Provider Firms to whom such offer is sent on the Site. Further, you and each Buyer agree that, the first Provider Firm, as determined by ServiceLive, in its sole discretion, to accept a Service Order, will be awarded such Service Order. If you are the first to accept a Service Order, as determined by ServiceLive, a contract will exist between you and the Buyer for such Service Order. If you conditionally accept a Service Order (through the Site), then you will be deemed to have counter-offered such Service Order, and a contract will be deemed to be made, if you or such Buyer accepts the others' last counter-offer for such Service Order. If another Provider Firm accepts the Buyer's original Service Order prior to the Buyer accepting your counter-offer (a/k/a conditional acceptance), then the Service Order will be awarded to that other Provider Firm and the counter-offer process will be terminated. If you send a counter-offer, your prior counter-offer will be deemed automatically revoked if it has not already been accepted by the Buyer (as determined by ServiceLive in its sole discretion).

When a Buyer posts a job (a Service Order) using "Name Your Price" the first provider to accept the job gets the work.

The early bird gets the worm.

B. Bid Posted Service Orders. For Service Orders posted using the "bid" option on the Site you agree that: (I) any bids posted on the Site by you are a binding offer by you that may be accepted by any of the Buyer to whom your offer is sent on the Site and that such offer will remain open as provided for on the Site, (II) when a Buyer accepts your bid (a/k/a your offer) by clicking "Accept Bid" (or similar) on the Site, a contract will exist between you and such Buyer, (II) you and the Buyer may comment upon an open Service Order and ServiceLive may share such comments with the Buyer and the other Provider Firms to whom such Service Order was routed; and (III) you may revoke, modify or submit new bids at any time, as provided for on the Site, prior to acceptance by a Buyer. If you send a new bid your prior bid will be deemed automatically revoked if it has not already been accepted by the Buyer (as determined by ServiceLive in its sole discretion).

When a Buyer posts a job using the Bid option, they are inviting you to bid on their work.

Don't forget to tell them why you're the best pro. for the job.

C. Communications and User Content. You may send information to a Buyer who has sent your Providers a Service Order (and such Buyer may send you information, each such communication a "SO Communication"), through tools on the Site (for example, through the Site's communication monitor functionality, via chat, or other means). Information posted by you or by your Personnel on or through the Site, including in your bids and counter-offers (for example, job descriptions, pictures, documents, etc.) and in other SO Communications constitutes "User Content" and per the Terms ServiceLive is free to use such User Content, without restriction or payment of any kind to you. You must use the Site to communicate changes in scope of the Service Orders you are awarded, changes in appointment dates, and changes in price and terms. You should also communicate such changes directly to the Buyer. The Buyer who issues the Service Order is the person or entity that retained you and you should clearly communicate with him/her the same as you would with any customer of yours. You may not tell the Buyer (or any other person) that you work for ServiceLive, you are "from ServiceLive" or otherwise indicate that you have any relationship with ServiceLive (other that as a Provider Firm listed on the Site).

You are responsible for all SO Communications by your Personnel (e.g., questions, comments, bids, counter-offers, etc.), and all SO Communications must be made in an appropriate, business like manner in accordance with these Terms (including restrictions on obscenities or other offense materials). All SO Communications must be directly related to the underlying Service Order. It is a violation of these Terms for any Member (or their Personnel) to disparage any other Member, or their products or services in any SO Communication. SO Communications which are sent prior to the acceptance of the Service Order (or bid or counter-offer), as determined by ServiceLive in it sole judgment, will be sent to the Buyer who issued the Service Order and all Provider Firms who received the original Service Order. Once the Service Order (or final bid or counter-offer) has been accepted, SO Communications will only be sent to the issuing Buyer and the Provider Firm awarded such Service Order; provided that ServiceLive reserves the right to monitor all SO Communications (but ServiceLive is under no obligation to so monitor). You are responsible for all communications (e.g., Service Orders, SO Communications, etc.) posted on the Site under your or your Personnel's User Ids, regardless of whether you authorized such communications.

Our SO Communication feature allows you D.to exchange information with Buyers.

We can re-use any Content you post.

Remember other people will see your posts - please keep them business like.

Please use SO Communications to communicate changes regarding the job.

D. Your Contract with the Buyer. If you are awarded a Service Order, the contract between you and the issuing Buyer consists of the Service Order, any SO Communications sent by the parties (unless otherwise specified by them), including, if applicable, the counter-offer or bid that was accepted as provided above.

The Service Order, together with the SO Communications including Bids, counter-offers, etc. become your contract.

You are responsible for what you say on the Site

E. Other Service Order Terms. The Buyer retains the right to withdraw or modify a Service Order at any time, as provided for on the Site, and subject to these Terms. All modifications to a Service Order must be processed through the Site. Except in those instances where ServiceLive has elected, in its sole discretion to post, accept or bid on a Service Order as a Buyer or a Provider Firm: (I) ServiceLive does not control any part of the Service Order(s) or the contract between you and the Buyer; (II) ServiceLive does not set or endorse: (1) the price, contract terms, quality, conformance or legality of the Service Orders advertised; or (2) the ability of Buyers to offer Service Orders on an independent contractor, employment or any other type of working relationship; and (III) ServiceLive does not control whether any Buyer will pay the fees they agree to pay, (IV) ServiceLive may make suggestions about how to alter your bid or counteroffer to increase the chances that it will be accepted; if you accept such suggestions you do so at your risk, and (V) Service Live is not responsible for any Service Order and/or contract, or the result of any such Service Order and/or contract made between you and the Buyer.

The Buyer can change or cancel their Service Order at any time. Cancellation charges may apply.

ServiceLive is not a part of your contract with the Buyer.

F. Your Obligations to ServiceLive. If you post a bid, counter-offer or you accept a Service Order, you agree (for ServiceLive's benefit) that you: (I) accept the Buyer's terms contained in the Service Order (as modified by Buyer and you through the Site), (II) will not charge the Buyer more than the maximum amount (the "Spend Limit") set forth in the Service Order, (III) are (by such acceptance, bid or counter-offer) directing ServiceLive to divulge your and your Personnel's contact information to the Buyer who posted the Service Order, (IV) will evaluate the location and site where the Service Order will be performed (the "Service Location"), verify that the services under the Service Order can be performed in accordance with its terms (including the payment terms and the timeline for completion of the Service Order as set forth in the Service Order), and obtain all necessary materials and equipment to perform as specified in the Service Order; (V) will perform the Services in a neat, professional, good and workmanlike manner strictly in accordance with the Service Order and all specifications therein; (VI) will also perform the Services in accordance with all applicable: established trade practices, manufacturer specifications, laws, rules, regulations, ordinances or other lawful requirements, as subsequently revised, (VII) will comply with all safety requirements promulgated by the Buyer; (VIII) will not provide any services at any location unless a Buyer's representative (who must be 18 years or older) is present at all times; (IX) will, at your sole cost and expense, repair any and all damage caused by you or your Personnel; (X) remove from the Service Location all of your materials and/or equipment and all debris and other garbage arising from performance of the Service Order (unless otherwise agreed in the Service Order); (XI) will provide ServiceLive with a complete list of all employees, material suppliers and laborers to be utilized on any Service Order as requested by ServiceLive from time to time during the Term of this Agreement, as such Term may be extended, (XII) will require your Providers to provide reliable transportation to the Service location, (XIII) will not circumvent usage of the Site by providing any services or products not specified in a Service Order (as modified from time to time), issued through the Site, and (XIV) will not claim that ServiceLive is a party to any Service Order between you and a Buyer (unless ServiceLive elects, in its sole discretion, to post a Service Order on is own behalf). In the event you fail to timely complete a Service Order in accordance with the requirements set forth in the Terms, then you will be responsible for all costs and expenses incurred by ServiceLive in connection with your failure. The terms of this Section 3.F will not be deemed to be part of the contract between you and the Buyer unless such terms are set forth in the applicable Service Order between you and the Buyer.

These are some basic rules that apply when you accept a Service Order.

G. Service Order Completion Verification. Once you have completed a Service Order in accordance with its terms, you must complete a Service Order completion verification form via the Site (as posted on the Site from time to time), notifying the Buyer and ServiceLive that your firm has completed the Service Order (Buyers generally will not pay you until you complete this step). Once you have completed such form, the Buyer needs to click the "Approve To Pay" button on the Site to transfer the Service Order Fee to you (net of the ServiceLive Transaction Fee described below).

When you've completed the job come back to our Site and fill-in the "Service Order Completion Verification Form."

After that, if the Buyer is satisfied with your they would click "Approve to Pay" on the Site.

H. Service Order Cancellation. A Buyer may cancel a Service Order, at any time, subject to any applicable cancellation fees (as set forth on the Site from time to time). You may release (cancel) a Service Order without monetary penalty, however ServiceLive may publish release percentages in your public profile and such actions may affect your ratings.

If Buyer cancels their Service Order too close to the appointment time, cancellation fees may apply.

I. Transaction Fees. You agrees to pay to ServiceLive a transaction fee for each Service Order completed (the "Transaction Fee"). The "Transaction Fee" will equal ten percent (10%) of the fees owed to you by the Buyer for completed Service Orders. You authorize the deduction of such Transaction Fee from amounts to be paid to you. ServiceLive reserves the right to change the amount of the Transaction Fee from time to time and the amount of the Transaction Fee applicable to any Service Order will be reflected in the fees computed and displayed on the Site.

We get paid for Jobs you've done, not for leads that don't pan out.

J. Venue. You agree that ServiceLive is simply acting as a marketplace venue for Buyers and Provider Firms. Except for Service Orders posted under ServiceLive' name, ServiceLive is under no obligation to pay for services you perform in connection with any Service Order. If ServiceLive voluntarily undertakes to pay you, you agree to pay to ServiceLive any compensation you receive from the Buyer and you agree to waiver all of your rights and claims against such Buyer. ServiceLive is not responsible for any wage withholdings regarding your Personnel nor is ServiceLive responsible for the determination of whether any sales and use taxes apply to any Service Order transactions.

We help Buyers find providers like you. Usually, we are not the Buyer.

K. ServiceLive Verified. From time to time, ServiceLive may, but is not obligated to, review documents provided by a Member (e.g. insurance certificates, training certifications, etc.), and if ServiceLive, in its sole judgment, is satisfied that such document appears authentic, mark such document as "ServiceLive Verified." You acknowledge that ServiceLive does not guaranty the authenticity or accuracy of such document or that such document is enforce, or that it was properly obtained by the Member posting it. You agree that you will not rely upon a document's "ServiceLive Verified" status and that ServiceLive will have no liability to you in connection with such documents (including ServiceLive's marking a document as "ServiceLive Verified"). You must determine for yourself what, if any, reliance you choose to place on such documents.

ServiceLive Verified

If you see this symbol it means we looked at a credential submitted by a Member (insurance certificates, training credentials, etc.) and they appear valid.

You should confirm their validity yourself.

L. Employees of Sears Holdings Companies. Employees of ServiceLive and its affiliates (e.g., Sears, Roebuck and Co. and Kmart Corporation), are not allowed to perform Service Orders issued on the Site by ServiceLive or its affiliates. Any employee of ServiceLive or its affiliates who accepts (or is assigned) a Service Order issued by ServiceLive or its affiliates must promptly release such Service Order on the Site.

Employees of Sears Holdings can not accept Service Orders from Sears Holdings.

4. Payments and Disputes.

A. Payments. Unless otherwise approved by ServiceLive in advance and in writing, all payments related to Service Orders must be made through the ServiceLive authorized payment system ("Payment System"). Use of the Payment System is subject to the following separate terms and conditions. ServiceLive has no obligation to pay you, but may do so on behalf of its affiliates and certain commercial Buyers for whom ServiceLive has separately agreed in writing to provide such Service. You authorize ServiceLive to deduct from funds due you from the Payment System any amounts you owe ServiceLive.

The Payment System makes it easy for the Buyer to pay you.

B. Disputes. No payment will be made to you if the Buyer does not click the "Approve to Pay" button. The Buyer may elect to dispute all or a portion of the agreed upon charges under a Service Order. ServiceLive does not control such decisions by Buyer and ServiceLive can not compel payment by the Buyer. ServiceLive may provide limited assistance in resolving disputes between Buyers and Providers Firms when both parties agree to participate in ServiceLive's voluntary dispute resolution assistance process and when final payment for services has not been issued. By participating in such process: (I) you authorized ServiceLive to disclose to the other party all information that ServiceLive has regards to the dispute (including information provided by you), (II) you waive any claims against ServiceLive or its representatives (including members of the dispute resolution committee) arising in connection with your use of the dispute resolution process (including any claims related to any recommended resolutions of your dispute) and your further agree to indemnify and hold harmless ServiceLive and its representatives from such claims. If you are unable to resolve a dispute with a Buyer regarding services you have performed, you may attempt to enforce any rights you have for payment directly against the Buyer (subject to the restrictions set forth in this Agreement).

You should try to work out any dispute directly with the Buyer and then update the Service Order.

We offer a voluntary dispute resolution process to help you and the provider find common ground if there is a dispute.

5. Rating System. The Site includes a proprietary rating system for Buyers and Providers and Provider Firms which allows you to rate, on a variety of factors, each Buyer. All ratings submitted by Members will be deemed User Content. In addition, ServiceLive may: (A) collect information on the Buyer and their Personnel's use of the Site, (B) collect information about you (and your Personnel's) use of the Site (including number of Service Orders accepted, number of Service Orders cancelled/rejected, etc.), and then (C) combine such information into a rating for the Buyer, you and/or separate ratings for the each Provider who has a profile on the Site, and (D) display such information to other Members and/or other users of the Site. ServiceLive reserves the right to reject certain ratings, but ServiceLive is not responsible for the User Content of Member ratings. Each Member is responsible for ratings posted on its behalf and must comply with the Terms when making such ratings.

Ratings - we love them!

We ask the Buyer to rate every job.

You will have the opportunity to rate your Buyer.

6. Criminal Background Checks. ServiceLive requires that each Provider pass, from time to time, a background check, as required by ServiceLive, in its sole discretion. You acknowledge that such checks will be performed by a third party and that ServiceLive will have no liability for such background checks, regardless of whether ServiceLive selects the background check provider and/or pays for the background checks. Further, you acknowledge that every background check process has limitations and that you agree that ServiceLive will have no liability for excluding you from the Site based upon the results of a background check (even if such results are incorrect).

We require a 3rd party background check on every Provider.

7. Default. In the event that you (or any of your Personnel) breach of any of these Terms, ServiceLive has the right to immediately suspend and/or terminate your Membership for cause. Such breaches include:

A. Any breach of your obligations hereunder;
B. Any failure by you to commence or diligently pursue the completion of a Service Order accepted by you in accordance this Agreement;
C. If your submit any false information to the Site;
D. If you become insolvent or file for bankruptcy;
E. If you assign these Terms or trans¬fer control of your business;
F. If you offer any Buyer any products or services outside of the Site;
G. If your actions are deemed by ServiceLive to interfere with or have adverse effect on ServiceLive, the Site or its Members;
H. If you are convicted by a court of, or plead no contest to, a felony, or other crime or offense;
I. If you violate Section 8 (Confidential Information) of Appendix #1.
J. If you fail to maintain in force any required insurance coverages or licenses; or
K. If you violate any of the other Terms.

If you violate our rules - we have the right to suspend or terminate your account.


Appendix #1
Additional Terms and Conditions

1. Relationship and Obligations of Parties.

A. Neither you nor any Buyer will be considered an employee, agent, partner or joint venturer of ServiceLive and ServiceLive will not be considered the employer, agent, partner or joint venturer of you, your Personnel or any of Buyer. ServiceLive is not involved in your hiring, firing, discipline or employment or other decisions. If an arbitrator, mediator or a court determines, notwithstanding this provision, that a Buyer (or its Personnel) are agents of ServiceLive, then your release, waivers and indemnities and other obligations under Section 4 below will apply to the Buyer (and its Personnel). ServiceLive and its affiliates may participate in the venue as Buyers and Provider Firms for Service Orders they elect, in their sole discretion, to post or accept or bid upon.

You and the Buyer don't work for us - we are just the marketplace where you meet.

B. You agree that, except in those instances where ServiceLive has posted a Service Order in its own name, ServiceLive: (I) is not in any way be involved in the terms and conditions of your contracting arrangement with any Buyer and that any services you provide pursuant to a Service Order are provided by and under separate agreement between you and such Buyer, (II) ServiceLive is not responsible for and can not control the manner in which Buyers operate and is not involved in Buyers hiring, firing, discipline or working conditions; and (III) will not provide Buyer or you with any materials or tools with which to perform any Service Order. Any problems, complaints or questions regarding the work environment, performance or other terms and conditions of contracting must be resolved by and between you and the Buyer who hires you.

Again - we are just the place you meet.

C. You will abide by any and all applicable licensing, permitting, employment, non-discrimination, tax and other federal, state and local laws, statutes, ordinances and regulations. You agree to hold harmless and indemnify ServiceLive for any and all liability arising from a violation of any such laws, statutes, ordinances and/or regulations.

Comply with all laws.

D. As used herein, the term "Personnel" means, as to you, your employees, Provider Agents, other agents, and subcontractor(s), and as to ServiceLive its employees, agents and subcontractors.

Your people are your people.

2. Changes in Terms, Suspension/Termination and Release and Waiver.

A. Changed Terms and New or Different Services. You agree that: ServiceLive may add, delete, or modify some or all of the Services at any time. From time to time, ServiceLive may provide features, products or Services which either are or will be set forth on the Site, which are subject to these Terms, but are also subject to the additional terms and pricing specified on the Site. With respect to these features and services provided on our Site, you will be charged, and you agree to pay ServiceLive any fees for such features, products and/or Services, as set forth on the Site.

We are changing all the time.

We would love to hear from you how to make our marketplace better.

B. RELEASE AND WAIVER. YOU ACKNOWLEDGE THAT, IN CONSIDERATION OF YOUR MEMBERSHIP AND/OR YOUR OPPORTUNITY TO RECEIVE SERVICE ORDERS YOU AND EACH OF YOUR PERSONNEL HEREBY RELEASE SERVICELIVE AND ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, SUCCESSORS, ASSIGNS, INSURERS, AGENTS, LICENSEES, DISTRIBUTORS AND INDEPENDENT CONTRACTORS, INCLUDING THE PAYMENT SYSTEM PROVIDER (COLLECTIVELY, THE "SERVICELIVE COVERED PARTIES"), FROM ANY DAMAGES OR LIABILITY WHATSOEVER RELATED TO SERVICE ORDERS, THE OPERATON OF THE SITE, THE RATING SYSTEM, THE PAYMENT SYSTEM, YOUR ENGAGEMENT BY A BUYER AND ANY OF THE SERVICES, INCLUDING ANY INFORMATION PROCESSING SERVICES (COLLECTIVELY, THE "COVERED ITEMS"). YOU IRREVOCABLY WAIVE ANY CLAIMS THAT YOU OR YOUR PERSONNEL MAY HAVE IN CONNECTION WITH COVERED ITEMS (INCLUDING CLAIMS OF DEFAMATION, BAD FAITH, CONSPIRACY, TORTUOUS INTERFERENCE WITH CONTRACT, ETC.). YOU FURTHER AGREE TO INDEMNIFY THE SERVICELIVE COVERED PARTIES AGAINST ANY AND ALL DAMAGES OR LIABILITY THAT SERVICELIVE OR THE SERVICELIVE COVERED PARTIES MAY INCUR, INCLUDING ATTORNEYS FEES AND COSTS, IN CONNECTION WITH THE COVERED ITEMS.

Again, we are just the marketplace for Buyers to find providers like you.

If you have problems, please let us know so we can improve the Site, However, don't sue us - our lawyers don't like that.

3. Your Interactions With Other Members.

A. You are solely responsible for your and your Personnel's interactions with Buyers and other Members. You agree that ServiceLive is not obligated to screen (and may not screen) Buyers, nor does ServiceLive inquire into the backgrounds of Buyers; nor does ServiceLive undertake to verify (unless otherwise expressly stated on the Site) Members statements and documents (e.g., insured or licensed status), and ServiceLive is not responsible for the User Content on the Site. ServiceLive makes no representations, warranties or covenants as to: (I) the conduct of Members (and their Personnel), or (II) the number of Service Orders (if any) that each you may be offered via the Site. In no event will ServiceLive be liable for any damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental (including bodily injury, emotional distress and/or any other damage), arising out of or relating in any way to: (x) the conduct of, or communication with, any Member (including any Buyer or Provider Firm), Personnel of such Members, or anyone else, (y) the use of the Site, and (z) Service Orders transmitted by and/or accepted through the Site.

We don't screen Buyers.

B. Your decision to register for a Membership and/or your firm's decision to register Providers and use the Site is your personal decision for which you alone are responsible. You agree that ServiceLive does not make representations as to any Buyer that you may decide to accept a Service Order from.

You are responsible for your decisions.

C. You are solely responsible for protecting yourself, your Providers and your/their personal and financial information and you agree that you are not entrusting that responsibility to ServiceLive by use of the Membership.

Be smart about using the internet. Protect your identity.

4. Defense And Indemnification.

A. Defense. To the fullest extent permitted by law, you will, at your own expense, defend the ServiceLive Covered Parties against any allegation (regardless of whether it is false, fraudulent or groundless, whether your obligations are applicable pursuant to the terms of Section 4.B below, or whether it alleges any negligence, willful misconduct or culpability by ServiceLive or any of the ServiceLive Covered Parties) in any claim, complaint, demand, investigation, suit, proceeding or cause of action that arises, directly or indirectly, from: (I) any act or omission related to the performance of (or failure to perform) Service Orders, including any actual or alleged defect or improper service by you or any of your Personnel, including Providers, (II) any breach or default under: (1) any covenant or provision of these Terms, or (2) any law, statute, or state ordinance or any governmental administrative order, rule or regulation, and (III) any claim by your Personnel, including Providers (collectively, "Claims"). You will use counsel reasonably satisfactory to ServiceLive in the defense of Claims against ServiceLive Covered Parties. ServiceLive may, at its election, take control of defense and investigation of Claims against ServiceLive Covered Parties, and may employ and engage attorneys of its own choice to manage such Claims, at your cost, risk and expense, provided that ServiceLive and its counsel will proceed with diligence and good faith with respect thereto.

If you end up in court, don't drag us into it.

B. Indemnification. To the fullest extent permitted by law, you will, at your own expense, release, indemnify and hold harmless all ServiceLive Covered Parties from any and all loss, damage, cost, expense, fines, penalty, judgment, and any other liability, including reasonable attorneys' fees and expenses and costs of investigation incurred by any ServiceLive Covered Parties arising out of any Claim. Your failure to secure and maintain required insurance coverage will not relieve you of your responsibilities under this Section to a ServiceLive Covered Parties.

In the event of a failure by you to fully perform in accordance with this Section 4, ServiceLive, at its option and without relieving you of your obligations hereunder, may so perform, but all costs and expenses so incurred by ServiceLive in that event will be reimbursed by you to ServiceLive, together with interest of the same from the date any such expense was paid by ServiceLive until reimbursed by you at maximum rate allowed by law.

Ditto.

SERVICELIVE WILL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY LOSS OF OR DAMAGE TO ANY OF YOUR OR YOUR PERSONNEL'S PROPERTY. SERVICELIVE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANYONE CLAIMING BY, THROUGH, OR UNDER YOUR INCLUDING YOUR SHAREHOLDERS, DIRECTORS, OR PERSONNEL FOR ANY LOSS OR DAMAGE THAT MAY BE OCCASIONED BY OR THROUGH THE ACTS OR OMISSIONS OF ANY PERSON (INCLUDING ANY SERVICELIVE PERSONNEL, ANY BUYER OR ITS PERSONNEL, OR ANY PERSON AT A SERVICE LOCATION).

Again, don't sue us.

5. Taxes. You are responsible for assessing for each service you provide and then reporting and paying to the applicable taxing authority any taxes related to such services. The charges in each Service Order will (as between a Buyer and you), be deemed to include all taxes on such services, and if such amounts are insufficient to pay such taxes, you will reduce the charges you are owed until the total charges (services fees and taxes) equal the Spend Limit. ServiceLive is not obligated to determine the applicability of any taxes or to remit, collect or report any such applicable taxes. Further, you are responsible for paying all fees associated with using the Services and the Site and all applicable taxes, if any, associated therewith.

You authorize ServiceLive to provide to Buyers with whom you contract your W9 and other firm information for the purposes of producing tax reporting statements.

You also assume full responsibility for all contributions, taxes and assessments on all payrolls, or payments otherwise required under applicable federal, state and local laws (including withholding from wages of your Personnel where required). If you are not required to operate under any applicable unemployment compensation law, but are permitted to do so, you will duly elect to be governed by and operate under such law. You further agree to comply with any other federal or state law or regulation regarding compensation, hours of work, or other conditions of employment including federal or state laws or regulations regarding minimum compensation, overtime and equal opportunities for employment.

If you owe taxes, pay them.

6. Term.

A. This Agreement will become effective as described above and will continue until terminated by you or ServiceLive as provided below or otherwise in the Terms.

B. ServiceLive or you may terminate this Agreement at any time upon notice to the other party (if this Agreement is terminated, so are you and your Personnel's right to use the Site.). ServiceLive also reserves the right to suspend and/or terminate you and your Personnel's use of the Site and/or Membership at any time, without prior notice. Termination of your Membership by ServiceLive also terminates this Agreement, without further liability or penalty to ServiceLive. ServiceLive reserves the right, at is sole discretion, to terminate all open Service Orders in the event ServiceLive suspends or terminates you.

We reserve the right to end your Membership at any time.

In business, as in life, sometimes relationships don't work out.

C. Your liability for Service Orders that have been accepted, survives suspension or termination of these Terms and your right to use the Site. In such event, (I) your Membership will continue for a period necessary to complete any open Service Order(s) (and these Terms shall continue to apply to such Service Orders and your use of the Site, if such use is permitted by ServiceLive); (II) you will still be obligated to pay charges incurred under your Membership, (III) you will not accept any additional Service Orders and (IV) you will be deemed to have cancelled any open Service Orders unless otherwise directed by ServiceLive, in its sole discretion not to do so; in which case, you will complete those Service Orders you are directed by ServiceLive to complete and these Terms shall continue to apply to such Service Orders, your use of the Site.

What happens if you have open Service Orders.

7. Insurance And Licenses.

A. Insurance. In order to register for a Membership to the Site (and retain such Membership), you are required to maintain insurance in such amounts as required by law and at such levels, if any, as may be required by ServiceLive from time to time. You represent, warrant and covenant that you have valid insurance in the required amounts and that it will remain valid and enforce throughout your Membership and you will notify ServiceLive of changes in your insurance. You may have the option to upload your insurance certificates to the Site (which information may, in whole or in part, be viewable by Buyers). Further, as a condition to using the Site, you will, upon a Buyer's request, provide a copy of all current insurance certificates or other proof of insurance held by you to each Buyer whose Service Order you accept. In addition, if insurance you are required to have lapses, you and your Personnel will immediately cease performing Service Orders until such time as your insurance is enforce. ServiceLive is not responsible for confirm the validity and enforceability of your insurance. Any breach of the foregoing representation, warranty and covenant will constitute a breach of the Terms and ServiceLive will have the right to immediately terminate your Membership and your and your Personnel's use of the Site.

If its required - have it.

B. Licensing/Permit Requirements. You represent, warrant and covenant that you (and your Personnel) are duly licensed to perform your obligations hereunder where a license is required and will also perform in accordance with established trade practices and all applicable laws, rules, regulations, ordinances and other lawful requirements. You will at your own expense, obtain all applicable licenses and permits which may be required under federal, state or local law, ordinance, rule or regulation by virtue of an act performed by you or your Personnel in connection with Service Orders. Further, as a condition to using the Site, you will, upon request provide a copy of all current licenses held by your and your Personnel to Buyers from whom you accept a Service Order. In addition, if you or your Personnel learn that you or your Personnel do not have the required licenses or permits, your (and your Personnel) will immediately cease performing the Service Orders until such time as you and your Personnel acquire the necessary licenses and permits.

Certain jobs may require you to be licensed or to get a permit. If they do, make sure you comply.

8. Confidential Information.

If you receive our confidential info - protect it as such.

A. Definition. "Confidential Information". means any information, whether disclosed in oral, written, visual, electronic or other form, which ServiceLive discloses or you (or your Personnel) observe in connection with your performance of your obligations under this these Terms. Confidential Information includes, but is not limited to, Buyer information, work product; ServiceLive business plans, strategies, forecasts and analyses; ServiceLive financial information; ServiceLive employee and vendor information; ServiceLive software (including all documentation and code); hardware and system designs, architectures and protocols; ServiceLive product and service specifications; ServiceLive purchasing, logistics, sales, marketing and other business processes.

B. Restrictions. You will restrict disclosure of Confidential Information to your Personnel who have a need to know such information to perform your obligations hereunder and who have first agreed to be bound by the terms of this Section 8. You are liable for any unauthorized disclosure or use of Confidential Information by any of your Personnel. Within ten (10) days after receiving a written request from ServiceLive, you will destroy in such a manner that it cannot be retrieved, or return (as instructed by ServiceLive) any materials containing Confidential Information. You will certify to ServiceLive that you have satisfied your obligations under this Section 8.B.

C. Buyer Information. You will maintain at all times as ServiceLive's Confidential Information any information regarding Buyers and their Personnel that you or your Personnel learn in connection with this Agreement and any Service Order ("Buyer Information") under these Terms. You will maintain Buyer Information physically separate and distinct from any lists and information you may maintain that are unrelated to this Agreement. You will protect the Buyer Information from destruction, loss or theft. You and your Personnel will only use Buyer Information in the completion of Service Orders and will not use Buyer Information for any other purpose, including any type of marketing or solicitation. Further, you will not use Buyer Information in any manner inconsistent with ServiceLive's Privacy Policies.

Buyer Information (name, address, etc.) must be protected - make sure you read our requirements.

D. Notice. You will notify ServiceLive promptly upon the discovery of the loss, unauthorized disclosure or unauthorized use of the Confidential Information and will indemnify ServiceLive and hold ServiceLive harmless for such loss, unauthorized disclosure or unauthorized use, including attorneys' fees and costs.

E. Equitable Rights. In addition to any other rights ServiceLive may have under these Terms or in law, since unauthorized use or disclosure of the Confidential Information may result in immediate and irreparable injury to ServiceLive for which monetary damages may not be adequate, in the event you or your Personnel use or disclose or in ServiceLive sole opinion, you or your Personnel are likely to use or disclose the Confidential Information in breach of your obligations under these Terms, ServiceLive will be entitled to equitable relief, including temporary and permanent injunctive relief and specific performance. ServiceLive will also be entitled to the recovery of any pecuniary gain realized by you from the unauthorized use or disclosure of the Confidential Information.

F. Audit. You will permit ServiceLive to audit your compliance with the provisions of this Section 8 at any time during regular business hours.

G. Material Breach. A breach of this Section 8 by you or your Personnel will be deemed a material breach of these Terms.

9. Non-Solicitation of Buyers And Non-Compete. All Buyers' names, Buyer customers names and other leads and prospects (collectively, "Buyer Leads") resulting from the Membership or use of the Site belong to ServiceLive and you and your Personnel agree to notify ServiceLive of all such Buyers Leads. You and your Personnel will not market, in any fashion, products or services to such Buyer Leads. Further, you acknowledge and agree that it will be deemed a material breach of this Agreement for you (and your Personnel) to market to (or otherwise solicit) Buyer Leads to offer to Buyer Leads any product or service independently of the Site or to otherwise circumvent the Site (and if you or your Personnel do any of the foregoing, then you forfeit all rights to payment under Service Orders, in addition to ServiceLive's other remedies). In addition, you and your Personnel will not leave with any Buyer Leads any brochure, coupon, magnet, business card or any other form of advertisement. You agree as a condition to your access to and use of the Site that you and your Personnel will not create a similar website or otherwise create a business model that competes, in any substantial way, with ServiceLive and the Site during the Term and for a period of three (3) years thereafter.

Don't solicit our Buyers or clone our business model.

10. Non-Exclusive Remedies. In the event you breach the Terms or otherwise fail to perform your responsibilities in regards to a Service Order, then ServiceLive will have the right, but not the obligation to:

We reserve all of our remedies.

A. Remedy such default utilizing such persons or firms and such equipment and materials as may be necessary for that purpose, and you will forthwith pay ServiceLive all costs it incurs together with interest on the same from the date any such expense was paid by ServiceLive until reimbursed by you at the maximum rate allowed by law;

B. Recover from you the amount of any loss or damage, whether liquidated or unliquidated, suffered or incurred as a result of such default, including reasonable attorneys' fees and costs, penalties, increased costs and loss of profits. ServiceLive may deduct such amounts from payments otherwise due to you;

The foregoing remedies for default will be considered distinct, separate and cumulative and will be in addition to any other right or remedy given elsewhere in these Terms to ServiceLive or now or hereinafter existing at law or in equity, including any right to the recovery of reasonable attorneys' fees and costs.

11. General.

A. Hold-Backs, Recoupment and Setoff. If you breach these Terms, ServiceLive will have the right, in its sole discretion, to withhold payment from the date that of the first breach until you provide adequate assurance that you have cured all breaches, as determined by ServiceLive in its sole discretion. Further, you agree that ServiceLive's monetary obligations to you, if any, under these Terms will at all times be net of your monetary obligations to ServiceLive under these Terms. ServiceLive and you further acknowledge and agree that any payment or advance made by ServiceLive to you in respect of any Service Order while any of your monetary obligations are outstanding will be deemed to be an overpayment to you to the extent of such outstanding monetary obligation and will be subject to recoupment by ServiceLive. Without limiting the foregoing, ServiceLive will have the right, at all times, to deduct any of your monetary obligations from any amounts owed to you by ServiceLive, and to pay only the net sum due, if any. Any of your monetary obligations that remain outstanding after any exercise by ServiceLive of its recoupment and/or set-off rights will be paid by you upon demand by ServiceLive.

Don't expect to be paid by us while you owe us money or you are in violation of these Terms.

B. Force Majeure. ServiceLive will not be liable to any Member for any failure or inability to perform or for delay in performance of ServiceLive's obligations hereunder if caused by any strike, lockout, labor dispute, inability to obtain labor or material, act of God, governmental restriction, regulation or control, enemy or hostile governmental action, civil commotion, insurrection, sabotage, fire or other casualty or by any event similar to the foregoing beyond the control of such party, however the time to perform such obligation or satisfy such condition will be postponed by the period of time consumed by the delay. If ServiceLive, as a result of any such event, is unable to exercise any right within any prescribed time limit, then such time limit will be postponed for the period of time consumed by such delay.

Things happen that are beyond anyone's control - these may prevent us from operating.

C. Publicity. You will not use ServiceLive's name, trademarks, service marks or commercial symbols or logos ("ServiceLive Marks"), in any manner without ServiceLive's prior written approval including in any advertising, promotional activities or publicity releases. Further, if it becomes advisable at any time in ServiceLive, sole discretion for you to modify or discontinue the use of such ServiceLive Marks, you comply immediately with ServiceLive's instructions.

Don't use our name, etc., without our approval.

D. Applicable Law and Disputes and Arbitration. For clarity, we note that the Sections in the Terms of Use entitled Applicable Law (i.e., Illinois law) and Disputes (including the requirement for Arbitration in Chicago, IL) also apply to this Agreement.

Illinois Law
AAA Arbitration
Chicago, Illinois Venue.

E. No Assignment. You may not assign these Terms or your rights or obligations hereunder without the prior written consent of ServiceLive.

You can't transfer your Membership without our OK.

F. Severability. If any provision of these Terms is held to be contrary to any law to which it is subject, such provision will be ineffective to the extent of such prohibition without invalidating the remaining provisions of these Terms.

Judges can limit any Terms that are contrary to law.

G. Waivers. No waiver of any provision of these Terms or breach thereof will be implied by failure to enforce any rights or remedy herein provided, and no express waiver will affect any provision or breach other than that to which the waiver is applicable and only for that occurrence.

No implied waivers.

H. Communications. Due to the inherent nature of the Internet and electronic communication transactions, you agree that ServiceLive is not responsible for the accuracy of all transmissions to or from the Site or for any interception by unauthorized third parties of such communications. We may monitor the IP addresses you use to access our Site.

We don't control the Internet

I. Other. If it is determined by a court of competent jurisdiction that ServiceLive is a party to your Service Order with the Buyer; you agree that such relationship will be that of you acting as an independent contractor of ServiceLive and (ii) your right to receive payment, or any portion thereof, if any, from ServiceLive is expressly conditioned upon receipt of the applicable payment by ServiceLive from the Buyer who posted the applicable Service Order. You are not authorized to, and you will not enter into any agreement, make purchases or incur any other obligation or expense of any kind in the name of or on behalf of ServiceLive under any circumstances.

Legal stuff.

Don't claim you represent ServiceLive - you don't.

J. Cumulative Rights and Remedies. All rights and remedies are cumulative, and the exercise of any right of remedy herein provided will be without prejudice to the right to exercise any other right or remedy provided herein, by law or by equity.

No "election of remedies".

K. General. By using ServiceLive for the Services (including the information processing Services), you agree that ServiceLive is not acting in an implied fiduciary capacity for you or any Buyer.

L. Notices. You agree that ServiceLive may send all notices to you and your Personnel in electronic form to the email address you submit during registration and that such notices will have the same affect as written notices personally served on you. Further, you agree on behalf of yourself and your Personnel that ServiceLive may send you and your Personnel messages to the mobile phone numbers you or they submit through the Site and you acknowledge that you and your Personnel may be charged fees by your/their mobile phone provider (and that such fees are not ServiceLive's responsibility).

We can send you notices via email and to your cell phone.

Paper is so last century.

M. Construction And Survival.

(I) These Terms supersede all prior written and unwritten agreements and understandings (other than the Terms) between the parties with respect to the subject matter described herein.

(II) These Terms are binding upon the parties hereto and their respective execu¬tors, administrators, heirs, assigns, and succes¬sors in interest, and will not be modified except by: (a) written agreement signed by both ServiceLive and you, or (b) ServiceLive posting revised Terms on the Site (which revised Terms will be binding on you and your Personnel who continue to use the Site or fulfill Service Orders. In these Terms, the term "include" and its derivatives ("including," "e.g." and others) mean "including but not limited to."

(III) Any provisions of these Terms that would, by their nature, survive the termination or expiration of this Agreement will so survive, including Section 4 (Payment and Disputes) of this Agreement, as well as all of this Appendix #1 to this Agreement.

More Legal stuff.

No unwritten promises.

N. Entire Agreement. This Agreement (including Appendix #1) together with the other Terms constitutes the entire agreement between ServiceLive and you with respect to the subject matter herein. No representative of either party has or will have authority to make any oral modification to these Terms.

O. Third Party Beneficiaries. There are no third party beneficiaries to these Terms and your Personnel (including Provider Agents) will have no rights hereunder independent of your rights. You may enforce these Terms only on behalf of yourself.

These Terms are only for your and our benefit.

P. U.S. Dollars All fees are quoted in U.S. Dollars.

Last Update: 11/13/2012

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