ServiceLive for Business

This agreement ("Agreement") is a contract between Transform ServiceLive LLC ("ServiceLive") and you (the individual or entity, "you" or "Buyer") who registers as a Buyer 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:

1. ServiceLive Membership. ServiceLive.com is a venue (together with the other services we provide, collectively the "Service"), for service providers (each a "Provider") and their companies (each a "Provider Firm" or "Company"), to offer their services to you and other buyers ("Buyers") and for Buyers to route requests for services ("Service Orders"), to Providers of their choosing. You, other Buyers and Provider Firms are together referred to as "Members". Your Membership provides you with the ability to fund a virtual account (subject to the terms of the Payment System (see link below) which will be used to pay for any Service Orders and to pay any fees due ServiceLive) and to post Service Orders. ServiceLive's Site allows you to post Service Orders, monitor the status and accept counter offers for a Service Order. As part of the Services, ServiceLive may offer you additional products and/or services from time to time.

2. Click The "I Agree" Checkbox. You must register each individual who will be authorized to issue Service Orders and communicate on your behalf (each a "Buyer Agent"). You will: (A) create a separate individual profile for each Buyer Agent, (B) be responsible for all acts or omissions of Buyer Agents registered under your account, (C) agree on behalf of, and will require each Buyer Agent to agree, to the Terms as if such Buyer Agent were you under these Terms.

By accepting the Terms and completing the registration process, you are simultaneously (i) registering as a Buyer and as a Buyer Agent; and (ii) representing, warranting and covenanting that you and each of your Personnel (as defined below), including Buyer Agents, registered by you/your firm can legally enter into these Terms. If you do not accept these Terms, you and your Personnel are not authorized to use the Site and/or register for a Buyer 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 Buyer Agents and other Personnel.

3. Service Order Process. As a Buyer, you have the option of posting your Service Order(s) on the Site on a "Name Your Price" or a "Bid" basis. Provider Firms elect which of their Providers to make available on the Site and which of their Personnel are authorized to accept Service Order(s) and communicate on their behalf. You select the individual Providers to whom your 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, you agree such Service Order is a binding offer by you (that will remain open as provided on the Site) and that may be accepted by any of the Provider Firms to whom your offer is sent on the Site. Further, you and the Provider Firms 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 a Provider Firm is the first to accept your Service Order, as determined by ServiceLive, a contract exists between you and the Provider Firm for such Service Order. If the Provider Firm conditionally accepts your Service Order (through the Site), then the Provider Firm will be deemed to have counter-offered such Service Order, and a contract will be deemed to be made, if you or such Provider Firm accepts the others' last counter-offer for such Service Order. If another Provider Firm accepts your original Service Order prior to you accepting a Provider Firm's 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 a Provider Firm (as determined by ServiceLive in its sole discretion).

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

C. Communications and User Content. You may send information to the Provider Firms to whom you have sent a Service Order (and those Provider Firms 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 Service Order 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 the scope your Service Orders, changes in appointment date, and changes in price and terms. You should also communicate such changes directly to the Provider who is performing the work for you. The Provider who accepts your Service Order is your contractor and you should clearly communicate your expectations to him/her the same as you would to any service professional who you hire.

D. You are responsible for all SO Communications by your Personnel (e.g., questions, comments, 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.

E. Your Contract with the Provider Firm. If your Service Order is accepted by a Provider Firm (or you accept a bid or counter-offer), as determined by ServiceLive in its sole discretion, the contract between you and such Provider Firm consists of your Service Order, any SO Communications sent by the parties (unless otherwise specified by them), including, if applicable, the bid or counter-offer that was accepted. Once a Service Order (or bid/counteroffer is accepted) the funds that you have loaded into your ServiceLive Wallet for such Service Order will be unavailable for payment of other Service Orders unless and until the original Service Order is canceled (or the spend limit is decreased).

F. Other Service Order Terms. You retain 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 accept or bid on a Service Order as a Provider Firm: (I) ServiceLive does not control any part of your Service Order(s) or the contract between you and the Provider Firm; (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 the accepting Provider Firm to offer its services and/or perform accordingly, (III) ServiceLive does not control whether the Provider Firm will complete the Service Order they (or their Providers) accept, (IV) ServiceLive may make suggestions about how to alter your Service Order 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 Provider Firm.

G. Your Obligations to ServiceLive. If you post a Service Order, you agree (for ServiceLive's benefit) that you: (I) will not claim that ServiceLive is a party to any Service Order between you and such Provider Firm (unless ServiceLive elects, in its sole discretion, to accept or bid on such Service Order as a Provider Firm); (II) are authorizing ServiceLive to divulge the content of such Service Order and your and your Personnel's contact information to the Provider Firms you have selected; (III) will have a representative who is 18 years or older present at all times while the Services under the Service Order are being performed; and (V) will not circumvent usage of the Site by requesting or permitting any services to be performed or products to be sold that are not specified in a Service Order (as modified from time to time), through the Site. The terms of this Section 3.G will not be deemed to be part of the contract between the Provider Firm and you unless such terms are set forth in the applicable Service Order between the Provider Firm and you.

H. Service Order Completion Verification. Once the Provider has completed a Service Order to your satisfaction in accordance with its terms, the Provider will complete a Service Order Completion Verification form. In order to pay the Provider Firm, you then need to click the "Approve To Pay" button (or similar) on the Site (if you fail to do so the Provider Firm will not be paid and they may contact you for payment). You may elect to click the "Approve To Pay" button (or similar) on the Site prior to completion of the Service Order - in which case the applicable funds will be held in your ServiceLive Wallet until the Provider Firm states the work has been completed - at which time it will be automatically transferred to the Provider Firm. Once you click the "Approve To Pay" button (or similar) on the Site, you can not stop transfer of the applicable funds and you are not entitled to a refund, for any reason, through the Site. Any requests for refunds must be made directly to your Provider Firm.

I. Service Order Cancellation. You may cancel a Service Order, at any time, subject to any applicable cancellation fees (as set forth on the Site from time to time) which will be deducted from amounts due you, however ServiceLive may publish cancellation percentages in your public profile and such actions may affect our rating of you on the Site.

J. Posting and Service Order Fees. Unless such fee is waived on the Site, you agree to pay to ServiceLive a posting fee for each Service Order posted by you or your Personnel (the "Posting Fee"). The Posting Fee will be a non-refundable ten dollars ($10.00) per Service Order posting. You will have the right to modify and/or delete the Service Order until a Provider Firm accepts your Service Order (however additional fees may apply). In the event your Service Order is not accepted, you will have the right to repost the same Service Order within 30 days, at no additional Posting Fee. In addition, you agree to pay the applicable Provider Firm the amount agreed for each Service Order completed in accordance with the Service Order. ServiceLive reserves the right to change the amount of the Posting Fee from time to time and it will be reflected in the fees computed and displayed on the Site.

K. Venue. You agree that ServiceLive is simply acting as a marketplace venue for Buyers and Provider Firms. ServiceLive is under no obligation to perform the services requested by you in any Service Order. If ServiceLive voluntarily undertakes to perform such services, you agree to pay ServiceLive (rather than any other Provider Firm) the compensation set forth in the applicable Service Order.

L. 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.

M. Employees of Transform SR Holding Management LLC. Employees of ServiceLive and its affiliates (e.g., Transform SR Holding Management LLC and Transform Sears Home Services LLC), 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.

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 (the "Payment System"). Use of the Payment System is subject to the following separate terms and conditions. ServiceLive has no obligation to pay Provider Firms, 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. If you use a credit card to fund your ServiceLive Wallet, you authorize ServiceLive to charge your account a $1 fee to validate your account whenever your post a Service Order (which fees will be automatically reversed).

B. Disputes. No payment will be made to Provider Firm until you click the "Approve to Pay" button. You may elect to dispute all or a portion of the agreed upon charges under a Service Order. ServiceLive does not control your decisions and ServiceLive can not compel payment by you. If you fail to pay a Provider Firm for services they provide, they may attempt to enforce any rights they have for payment directly against you. 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 authorize ServiceLive to disclose to the other party all information that ServiceLive has in 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 (III) further agree to indemnify and hold harmless ServiceLive and its representatives from such claims.

5. Ratings. The Site includes a proprietary rating system for Buyers, Providers and Provider Firms which allows you to rate, on a variety of factors, each Provider who completes a Service Order. All ratings submitted by Members will be deemed User Content. In addition, ServiceLive may: (A) collect information on you and your Personnel's use of the Site, (B) collect information about the Provider Firm's (and its Providers') 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 you and/or separate ratings for the Provider Firm and/or 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.

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 ServiceLive does not represent that a Provider Firm or a Provider who has passed such a check does not have a criminal history or criminal propensities. You acknowledge that you must determine for yourself what, if any, reliance you choose to place on such checks.

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. If you submit any false information to the Site;
C. If you become insolvent or file for bankruptcy;
D. If you assign these Terms;
E. If you accept from a Provider Firm any products or services outside of the Site;
F. If your actions are deemed by ServiceLive to interfere with or have adverse effect on ServiceLive, the Site or its Members;
G. If you violate Section 8 (Confidential Information) of Appendix #1; or
H. If you violate any of the other Terms.

1. Relationship and Obligations of Parties.

A. Neither you nor any Provider Firm 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 Provider Firm. 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 the Provider Firm (or its Personnel) are agents of ServiceLive, then your release, waivers, indemnities and other obligations under Section 4 below will apply to the Provider Firm (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.

B. You agree that, except in those instances where ServiceLive has elected to accept your Service Order as a Provider Firm, ServiceLive: (I) is not in any way involved in the terms and conditions of your contracting arrangement with any Provider Firm and that any services Provider Firm provides pursuant to a Service Order are provided by and under separate agreement between the Provider Firm and you; (II) is not in any way responsible for and can not control the manner in which Provider Firm operates and is not involved in the Provider Firm's hiring, firing, discipline or working conditions; and (III) will not provide you or Provider Firm 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 Provider Firm who accepted your Service Order.

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.

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

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.

3. Your Interactions With Other Members.

A. You are solely responsible for your and your Personnel's interactions with other Buyers and Provider Firms (and their Providers). You agree that ServiceLive is not obligated to screen (and may not screen) Provider Firms and Providers, except for ServiceLive's election to require each Provider have a background check; 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 may be accepted 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 other 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.

B. Your decision to register for a Membership 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 Provider or Provider Firm that accepts your Service Order.

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

4. Taxes. You are responsible for paying any taxes arising from our Services and your use of the Site, and arising from the services Providers and Provider Firms perform for you. 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 Services and the Site.

5. 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.

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 and fees due under any Service Orders posted on your behalf, and (III) you will not post any additional Service Orders.

6. Licenses/Permits. You represent, warrant and covenant that you will at your own expense timely obtain (or contract with a third party to obtain) all applicable licenses, permits and other legal requirements which may be required under federal, state or local law, ordinance, rule or regulation by virtue of an act performed pursuant to a Service Order issued on the Site. Further, it is your sole responsibility, if required by law, or you choose to do so, to request from each Provider Firm (or its Providers) a copy of all current licenses and/or insurance held by such Provider Firm.

7. Confidential Information.

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 these Terms. Confidential Information includes, but is not limited to, Provider Firm 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 7. You are liable for any unauthorized disclosure or use of Confidential Information by you (and 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 7.B.

C. 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.

D. 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.

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

F. Material Breach. A breach of this Section 7 by you or your Personnel will be deemed a material breach of these Terms.

8. Non-Solicitation of Provider Firms and Non-Compete. All Provider Firms names, Providers names and other leads and prospects ("Provider Leads") resulting from the Membership or use of the Site belong to ServiceLive. Provider Firms and their Personnel are not permitted to market, in any fashion, products or services to you, and if a Provider Firm or its Personnel do so, you must notify ServiceLive. Further, you agree that it will be a material breach of these Terms for you to purchase any product or service from a Provider Lead independent of the Site or to otherwise circumvent the Site. In addition, Provider Firms and their Personnel are not permitted to leave with you, any brochure, coupon, magnet, business card or any other form of advertisement and you agree to notify ServiceLive if a Provider Firm (or its Personnel) violate such prohibition. You agree as a condition to your access to and use of the Site that you and each of 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.

9. 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 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.

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.

10. General.

A. 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.

B. 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 will comply immediately with ServiceLive's instructions.

C. 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. You understand and agree that you are waiving your right to sue or go to court to assert or defend your rights under this contract.

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

E. 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.

F. 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.

G. 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.

H. Not Our Agent. 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.

I. 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.

J. 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 Provider Firm.

K. 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 your behalf and your Personnel behalf 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 in connection with such messages (and that such fees are not ServiceLive's responsibility).

L. Construction and Survival. 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 your behalf and your Personnel behalf 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 in connection with such messages (and that such fees are not ServiceLive's responsibility).

(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 executors, administrators, heirs, assigns, and successors 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 post 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 the Agreement.

M. Entire Agreement. This Agreement (including Appendix #1) together with the other Terms constitutes the entire agreement between you and ServiceLive 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.

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

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

End of Appendix