Updated: December 14, 2009

CONDITIONS OF USE

Resource Nation, Inc. ("we" or "us") provides a collection of online resources where individuals, companies and other organizations ("Customers") may connect with vendors who provide products and services (Vendors). By your use of the ResourceNation service in anyway, the following contract terms and conditions ("Terms") will apply to you and to us.

MODIFICATIONS AND GUIDELINES

We may amend the Terms at any time by posting the amended Terms on the ResourceNation Website (the "Website"). You can find the most recent version of the Terms at: http://www.ResourceNation.com. In addition, when using any of our particular services you agree to abide by any applicable guidelines posted on the Website, which may also change from time to time. If you object to any modification of the Terms or guidelines, your only recourse is to immediately withdraw from the Resource Nation program and discontinue use of the Website.

THE SERVICE

You activate our service by filling out a Request for Proposal ("RFP") form and submitting the RFP to ResourceNation for the business products or services you are interested in receiving quotes. In response to your RFP, we will match up to six Vendors who offer the services or products you identify, and those Vendors will then submit quotes directly to you. THERE IS NO CHARGE TO YOU FOR THE SERVICE. ResourceNation attempts to maintain a large network of vendors to meet the requirements of businesses, but we do not guarantee that quotes will be provided for every request we receive, nor do we guarantee that all vendors will necessarily be qualified to fulfill every request.

RFP AS AUTHORIZATION

By submitting your RFP to us, you authorize us to pass along your completed RFP information to our pre-qualified Vendors.

ACCURACY OF RFP

You hereby represent that all information provided on your RFP is current, correct and complete, and you agree to promptly notify us by email if any of your information changes while you have an RFP outstanding. To be sure your information is accurately and fully entered, you agree that it is your sole responsibility to review your RFP at the time you complete our form. You will be asked to provide your name, title, company, address, phone number and email address (subject to availability). We do not ask for, and you should NOT include your social security number or your credit card number when you complete the RFP. Please see our Privacy Policy at http://www.ResourceNation.com. We reserve the right to reject or cancel any RFP for any reason.

CANCELLATION

You have the right to cancel your RFP at any time without cause. If for any reason we believe a request does not look to be legitimate, it appears to be from a competitor of a vendor in our network, or if it is not filled out completely, we reserve the right to reject the request and no Vendors will be matched.

RESPONSES FROM VENDORS

Once your RFP is posted to the Website, we will communicate with the Vendors we match to your needs. We use reasonable efforts to timely deliver your request to the selected Vendors via email and we require the Vendors to respond by phone or email no later than two business days after they receive your RFP. However, we are not responsible for technical difficulties or any other factors that may cause a delay or failure of response by any of the Vendors.

NO RESALE OR OTHER IMPROPER USE OF RFP

We have contracts that prohibit the Vendors from reselling or otherwise transferring any information from your RFP to any third party, or from publishing, emailing or otherwise disclosing your RFP information for any purpose other than to promote the services or products that you requested in your RFP. However, the Vendors are independent and we have no control of their actions, and we are not responsible if they misuse your information.

UNFAIR COMPETITION RESTRICTION

Using the Website, you shall not submit an RFP in any category of services or products that you offer for sale.

TERM

You may stop using the services at any time and for any reason.

RESPONSIBILITY FOR PRODUCTS AND SERVICES

Each Vendor is solely responsible for the products and services offered and provided to you. We have no involvement, control, rights or obligations regarding any transactions, actions or omissions between you and any Vendors. We act only as a conduit. Other than our services to connect you and the Vendor, we do not participate in any transactions between you and any Vendor. You should perform the same background checks and screening that you would normally perform when selecting a vendor. If you have a dispute with any Vendor for any reason, you agree to address such dispute directly with the service provider, and you hereby release and hold us harmless from any claims, damages, expenses, attorney's fees, and other losses that may arise relating in any way to such disputes.

USER CONTRIBUTES TO THE SITE

We provide users with the opportunity to contribute content to ResourceNation.com. You understand that all information, articles, data, links, text, software, photographs, graphics, video, music, sound, or other materials posted by you on the Site or otherwise submitted to us (collectively, the "User Content"), whether publicly posted or privately transmitted, are your sole responsibility. You will ensure that no copyright, trademark, trade secret, publicity or privacy rights, or other intellectual property rights are being violated by your posting or transmission of any User Content via the Site. We may, at any time, remove any User Content at our sole discretion.

You may be held liable for any illegal or prohibited User Content that you provide to the Site or to other users, including, for example, infringing, defamatory, or offensive materials. You may not, and hereby represent and warrant that you will not, post, transmit, email or otherwise make accessible inappropriate content on or through the Site.

If you discover inappropriate content or activity on the Site, please notify us immediately at info@resourcenation.com.

LICENSE TO USER CONTENT

We do not claim ownership of your User Content. However, with respect to content that you elect to submit to us in any form, you grant us and our affiliates and partners the perpetual, world-wide, royalty free, non-exclusive, sub-licensable license as follows: to use, reproduce, translate, alter, perform, display, modify, adapt, and publish such User Content, in whole or in part, in all present and future media and in any manner relating we choose. You further agree that we are free to use any ideas, know-how, concepts, techniques or other materials you send us for any purpose.

DISCLAIMER AND WARRANTIES

OUR SERVICES AND THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO OUR SERVICES, THE OPERATION OF THE WEBSITE, OR THE INFORMATION, CONTENT OR MATERIALS INCLUDED ON THE WEBSITE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Without limiting the foregoing, we make no representation as to the number or quality of responses, proposals or quotes you may receive.

LIMITATION OF LIABILITY

NEITHER YOU NOR WE SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE WEBSITE, THIS CONTRACT OR OUR SERVICES, WHETHER UNDER THEORIES OF CONTRACT, TORT OR OTHERWISE, AND REGARDLESS WHETHER EITHER OF US HAD KNOWLEDGE THAT SUCH DAMAGES MAY OCCUR. WITHOUT LIMITING ANY OTHER PROVISION OF THIS CONTRACT, IN NO EVENT WILL OUR LIABILITY TO YOU EXCEED THE TOTAL FEES ACTUALLY PAID BY YOU TO US UNDER THIS CONTRACT. Some states may not recognize the enforceability of this provision to its fullest extent.

PROHIBITED ACTIVITY

You shall not submit, post or otherwise publish information or other content that is illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise objectionable or injurious to third parties. You shall not use the Website for any purpose related to software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of spam. You shall not use a false email address, impersonate any person or entity, or otherwise mislead as to your identity or other content. You represent and warrant that you own all of the rights to the content that you submit; that the content does not violate the copyrights or other rights of any third party; that the content will not cause injury to any person or entity; and that you will indemnify and defend us for all claims, damages, expenses, attorneys fees, and other losses that may arise relating in any way to content you supply. We do not regularly or proactively review posted or submitted content. We have the right, but not the obligation to monitor, edit or remove any activity or content, but we shall not be responsible to do so and shall not be liable for not doing so.

CHILDREN

Children (persons under the age of 18) are not eligible to use ResourceNation.com's services.

THE WEBSITE

No part of the Website may be reproduced, duplicated, copied, downloaded, sold or otherwise exploited for any purpose without our express written consent. No data mining, robots, or similar data gathering and extraction tools shall be used on the Website.

COPYRIGHTS AND TRADEMARKS

All graphics, text, designs and other content provided on the Website are owned by or licensed to us, and are protected by United States and international copyright laws. The content may not be reproduced, transmitted or distributed without our prior written consent. All trademarks, service marks, trade names, logos and graphics identifying us and our services (the "Marks") are owned by or licensed to us in the United States. The Marks shall not be used without our prior written consent. You shall not use any meta-tags, keyword buys or any other "hidden text" utilizing the Marks without our express written consent.

FEEDBACK

You may be contacted via phone or e-mail by ResourceNation to confirm your request and/or to gather additional information. You will also receive communication asking you to provide feedback on your experience with ResourceNation and each Vendor you were matched with. You may receive e-newsletters and special promotions from ResourceNation, but you may elect to be removed from these communications at any time by following the link at the bottom of the communication.

GENERAL PROVISIONS

This contract (a) embodies the entire understanding between us pertaining to the subject matter hereof; (b) shall inure to the benefit of and be binding upon us and our successors and permitted assigns; (c) cannot be waived by failure to enforce any provision hereof, except in writing; (e) shall be construed according to the laws of the state of California, USA, without giving effect to its conflict of laws provisions and (d) shall be construed as severable, so the invalidity or unenforceability of any provision shall not affect the validity or enforceability of any other provisions of this contract. Any legal proceeding filed regarding the breach, termination or interpretation of this contract, or in any other way relating to this contract shall be subject to the exclusive jurisdiction of the federal and state courts located in San Diego, County, California, USA. You hereby consent to personal jurisdiction in San Diego for this limited purpose.