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User Agreement

This User Agreement ("Agreement") sets forth the terms and conditions under which Name Your Test Price, LLC, including its owners, affiliates and agents (collectively "TPL") will provide services and facilities to users, and applies regardless of the form in which the services are being provided, including but not limited to the website located at www.testingpartners.com and all contents thereof (collectively "the Site"), accounts, registrations, Membership Packages (as defined below), advertising, directory listings, dispute resolution, links to other websites, introductions and brokerage services, consulting services, any telephone, online and e-mail interactions with TPL including for the purpose of customer service, technical or other support provided, and all other communications to and from TPL (the "Services"). This Agreement shall also govern all other interactions between TPL and any users of the Services and visitors and viewers of the content of the Site, including but not limited to testing laboratories ("Members"), and companies and individuals seeking Members to perform testing services for them ("Seekers") (each a "User" and collectively "Users", which includes the User and his affiliates, predecessors and successors, and their respective contractors, employees, owners, agents, and anyone using or relying on the Services or the Site as a result of User's use thereof). For the avoidance of doubt, a User signifies his agreement with and understanding of his obligations to adhere to all terms and conditions in this Agreement in any of the following ways: clicking "I Agree" on this Site, using the Services, viewing any content on the Site, interacting through any means with TPL, and interacting with any other User as a direct or indirect result of their being a user of this Site. As used herein, unless otherwise specified, words in the singular include the plural and vice versa and words in one gender include both genders, and shall include natural persons and entities, including sole proprietorships, limited liability companies, corporations, partnerships, non-profit organizations and all other types of organizations.

This Agreement also applies to all interactions between Users with respect to any testing, provided that Users are free to enter into any other agreements between themselves. Such other agreements shall not abridge, limit or change any of TPL's rights as to Users or Users' obligations to TPL. Users should discuss this Agreement with counsel prior to relying on it to set forth the rights and obligations between Users, and in particular between Members and Seekers. Users represent and warrant that such reliance occurs only after (a) they have read, considered and understood this Agreement and (b) had the unfettered opportunity to discuss same with the counsel of their choice. Nothing contained in this Agreement or anything communicated by TPL shall be considered or deemed by User to be any form of legal advice, it being understood that only its counsel can give such advice to User.

1. Services

1.1 Description and Provision of Services. TPL shall use commercially reasonable efforts to provide the Services to Users subject to the terms and conditions contained herein. TPL's primary Service offerings can be found on the Site and descriptions thereof are hereby incorporated by reference herein as if fully rewritten, subject to the preceding sentence.

1.2 Accounts. Members and Seekers will receive a password and account designation upon completing our registration process. Users are responsible for maintaining the confidentiality of their password and account, and are fully responsible for all activities that occur with or under their password or account. Users agree to immediately notify TPL of any unauthorized use of their password or account or any other breach of security. TPL will not be liable for any loss or damage to Users or anyone else arising from any failure to comply with this rule.

1.3 Changes to Services and Rates. No payments made by, nor any other action of, User shall create or be deemed to create in User any ownership rights or equity interest in any TPL Service or in any equipment, software, content, asset, facility or work product found on or associated with the Site. TPL retains the right, in its sole discretion, to add, delete and/or change any Service or User account (each a "Service Change") upon two (2) calendar days notice to User for any reason, which notice may be by posting on the Site. Without limiting the foregoing or anything else in this Agreement, TPL may implement a Service Change if (i) regardless of the cause or reason, TPL reasonably believes it cannot legally provide some or all of the Services for any period of time, including, without limitation, loss of federal, state or local authorizations required to provide the Services; or (ii) changes in law, regulations or business circumstances make the provision of some or all of the Services unprofitable to TPL or make it impracticable for TPL to provide any of the Services. If (a) User has a paid membership, and (b) any such Service Change will materially and adversely impact User's use of the Services, and (c) User notifies TPL within ten (10) days in writing after the foregoing notification from TPL of such Service Change that User will sustain such material and adverse impact, then TPL may elect to either suspend operation of the Service Change or permit User to terminate his account or Membership Package for a pro-rata refund of its Membership Package fee. TPL shall have the unfettered right to increase, decrease, change or modify any of its rates for Services at any time on a prospective basis for any reason.

1.4 Acceptable Use Policy.

(a) General. User shall use the Services only in accordance with this Agreement, including specifically the AUP set forth in this Section 1.4 ("AUP"). Without limiting the foregoing, User shall not:

(i) use the Services for any unlawful purpose or in any unlawful way, or in any way that may cause injury or damage to TPL or any other User, including denial of service attacks, imposition of an unreasonable or disproportionately large load on infrastructure, or virus dissemination;

(ii) allow its account to be used by any third parties other than its employees, and will be solely responsible for any statements or materials that are posted using his account;

(iii) post or transmit on the Site or to other Users through the Site any material, including, but not limited to text, content, photos, video, animation, graphics, audio, or software (collectively "Material") that is unlawful, threatening, abusive, harassing, libelous, slanderous, defamatory, obscene, pornographic, profane, or otherwise objectionable, inappropriate or disruptive, or that violates any applicable law, or that would constitute grounds for civil or criminal liability;

(iv) engage in spamming or the transmission of unsolicited emails or messages, including but not limited to chain letters, charity requests or petitions or other solicitations;

(v) violate the terms and conditions of any other websites or other network, application or content service providers;

(vi) impersonate another user or misappropriate or misuse any telephone numbers, names, email addresses or other contact information provided in or through the Site;

(vii) violate, misappropriate, or infringe on the rights of third parties, including copyright, trademark, trade secret, privacy, personality, publicity, or other intellectual property or proprietary rights; User acknowledges that any materials he uploads are, and will be treated as, non-confidential and non-proprietary (except as set forth herein); and User represents that he has the right to post all materials that he posts on the Site and the right to permit downloading of all such materials by other users for personal use;

(viii) use any robot, spider or other automated device to monitor or copy the web pages of the Site or any information provided on the Site without the express written permission of TPL, or otherwise copy, modify, adapt, reproduce, translate, distribute, misappropriate, reverse engineer, decompile or disassemble any aspect of the Services provided by TPL;

(ix) without TPL's prior consent, resell any of the Services nor permit any third party to use the Services except in the ordinary course of User's business.

(b) Representations by User. User represents and warrants that:

(i) he is using the Services purely for business purposes and not for any non-business, consumer or residential purpose;

(ii) he is of legal age to form a binding contract, and is not a person barred from using the Services under the laws of the United States or any other applicable law;

(iii) if User is using the Services on behalf of his employer, User represents that he is authorized to do so; and

(iv) in registering for an account, he will provide true, accurate, current and complete information as prompted by the Site's registration form, and maintain and promptly update his registration data to keep it true, accurate, current and complete.

(c) Remedies of TPL. TPL may restrict or cancel a User's registration or Services, in whole or in part, if TPL believes in its sole discretion that the Services are being used in violation of this Agreement or the AUP, or are otherwise being used in an unlawful, abusive or fraudulent manner. Without limiting the foregoing, violations of the AUP may, at TPL's election, result in TPL immediately suspending or terminating User's accounts or Membership packages, and the prosecution of any and all criminal and civil proceedings and penalties available under the law. TPL reserves the right, but is not obligated, to remove or modify any material posted to the Site in violation of this Agreement. Actions taken by TPL, at its sole discretion, may vary based on the level of the offense. In the event of termination of User's accounts pursuant to the foregoing or other breaches of this Agreement, User shall not be entitled to any refunds. Accounts that have been disabled due to a violation of the AUP will not be restored by User without TPL's prior written consent. The foregoing remedies are in addition to, and not in limitation of, all other remedies available to TPL under this Agreement or otherwise by law.

If User encounters questionable materials on the Site, he should contact TPL immediately.

1.5 Privacy Policy. User represents and warrants that he has read, understands and agrees to be bound by the terms and conditions of any TPL Privacy Policy posted on the Site, which policy is incorporate by reference as if fully rewritten herein.

2. Pricing and Payments

2.1 Payment. Payments for Membership Packages are made upon ordering a particular package and if a payment interval selection (i.e. monthly, annually, etc.) is available, then fees are payable in the intervals selected. Payments for advertising are due at the time an order is placed. Commission payments to TPL are due and paid at the time a winning bid is disclosed to a Seeker and are non-refundable.

2.2 Credit Card Payments. User shall pay all amounts owed through automatic credit card charges. User shall be deemed to have approved all charges (and to have waived his right to dispute any charges therein) if User fails to object thereto in writing within sixty (60) days after the payment date.

2.3 Taxes. Except for any taxes attributable to the net income of TPL, User will be responsible for, and User shall pay, all applicable federal, state, city, county, municipal, local or other governmental excise, income and sales, value-added, use, personal property, occupational taxes, withholding taxes and any other obligations and levies and fees now in force or enacted in the future, that arise from the purchase or use of the Services (each a "Tax" and collectively the "Taxes").

2.4 Collection of Amounts Due. TPL may, in addition to any other remedies available to it, impose a late payment charge of one and one-half percent (1.5%) per month, or the highest rate permitted by applicable law, whichever is lower, on any amount not paid when due. In addition, TPL shall collect from User all fees, expenses or costs incurred by TPL in collecting any amounts that remain due and owing to TPL after the due date, including but not limited to reasonable attorneys' fees, collection agency costs and court costs. If personal or company checks are ever accepted in TPL's sole discretion, TPL may assess User a fee of $50.00 or the highest amount permitted by applicable law, whichever is lower, for any check returned for insufficient funds.

3. Maintenance

TPL reserves the right to suspend Service or Site operation to perform emergency or routine maintenance. It will use commercially reasonable efforts to provide as much advance notice to Users as practicable. TPL shall have no liability whatsoever to Users or anyone else for any claims, demands, damages, costs, expenses (including any attorney fees), penalties, fines, losses or injuries (collectively "Damages") relating to such maintenance

4. Term and Termination

4.1 Termination by TPL. TPL may terminate any Account or Membership Package if (a) TPL implements a Service Change, or (b) it reasonable believes that the User has (i) failed to pay timely any amounts due; or (ii) breached any other term or condition of this Agreement; or (c) any other reason permitted by this Agreement or applicable law. Reimbursement to a User for unearned fees shall be made as set forth in this Agreement.

4.2 Resumption of Service of Termination for Non-Payment. TPL may in its sole discretion resume Services to a User terminated for non-payment or other breach if User (a) pays in advance TPL's actual costs of collection and any fees for such resumption, (b) provides assurances satisfactory to TPL of User's ability to pay for Services and comply with this Agreement, and (c) pays a $150.00 Resumption of Service Charge.

4.3 Survival of Certain Terms After Termination By Either Party. Termination shall not relieve Users of any financial or other obligations set forth herein which accrued prior to termination; User shall be liable to TPL for any accrued charges owed prior to the termination.

4.4 Seeker Accounts.

(a) Term. The term of each Seeker Account shall begin on the date the account is created and confirmed by written notice from TPL to the Seeker, and shall continue in perpetuity until and unless terminated by the Seeker or TPL as provided in this Agreement.

(b) Termination. Users may terminate any Seeker Accounts at any time for any reason, effective immediately.

4.5 Lab Membership Packages.

(a) Term.

(i) The term of each membership package, including Basic, Basic Plus, Advantage Annual, Advantage Plus, Platinum Plus - Advertising and Platinum Plus - Sponsorship (each a "Membership Package" and collectively "Membership Packages") shall begin on the date the order is placed and confirmed by written notice from TPL to the Member.

(ii) Basic Membership Packages shall continue in perpetuity until and unless terminated by the Seeker, the Member or TPL as set forth in this Agreement.

(iii) The term for Basic Plus Membership shall be one month, and shall automatically renew for successive one (1) month periods until terminated by either the Member or TPL as set forth in this Agreement.

(iv) The term for Advantage Annual, Advantage Plus, Platinum Plus - Advertising, and Platinum Plus - Sponsorship shall be one (1) year, and shall automatically renew for successive one (1) year periods until terminated by either the Member or TPL upon thirty (30) days notice or as otherwise set forth in this Agreement.

(b) Termination.

(i) For all Membership Packages, termination by the Member shall take effect upon the later of expiration of the then current term or thirty (30) days after the Member provides written notice of termination to TPL. For the avoidance of doubt, Membership Packages that automatically renew for successive terms must be terminated at least thirty (30) days prior to expiration to avoid auto renewal for the following term. Termination by TPL shall be upon terms set forth in TPL's termination notice, and may be at and for any period of time. Any termination of membership by TPL during a one-year term shall entitle the Member to a pro-rata refund of his Membership fee, unless the membership is being terminated for a breach of this Agreement and/or the Member has caused damage to TPL or other Users, in which case TPL shall be entitled to retain any unearned Membership fee as a set off against such damages. In such event, TPL shall notify Member of its decision to retain the unearned portion of the Membership fee and a calculation of its application of same.

(ii) A Member may terminate any Membership Package and obtain a refund of any unearned fee if TPL materially breaches this Agreement and fails to cure the material breach within thirty (30) days after receipt of written notice of such material breach from Member.

5. DISCLAIMER OF WARRANTIES

5.1 THE SERVICES, THE SITE AND ALL INFORMATION AND CONTENT INCLUDED ON THE SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TPL MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER REGARDING THE SERVICES OR THE SITE, AND TPL HEREBY DISCLAIMS ALL SUCH REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF: (A) MERCHANTABILITY, (B) FITNESS FOR A PARTICULAR PURPOSE, (C) SUITABILITY, (D) USE, (E) NONINFRINGEMENT, (F) TITLE, (G) SERVICE BEING ERROR-FREE, VIRUS-FREE, UNINTERRUPTED, OR FREE FROM UNAUTHORIZED ACCESS (INCLUDING THIRD-PARTY HACKERS OR DENIAL OF SERVICE ATTACKS), (H) ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; (I) THAT THE SITE WILL MEET USER REQUIREMENTS; (J) THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE WILL BE ACCURATE OR RELIABLE; OR (K) THAT ANY ERRORS IN THE SOFTWARE WHICH COMPRISES THE SITE WILL BE CORRECTED. NO INFORMATION OR ADVICE OBTAINED THROUGH THE SITE, OR ANY OTHER AFFIRMATION OF TPL, BY WORDS OR ACTIONS, SHALL CONSTITUTE A WARRANTY. USER USES ANY MATERIAL DISTRIBUTED, DOWNLOADED, OR ACCESSED FROM THE SITE AT HIS OWN RISK AND DISCRETION. USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO HIS COMPUTER SYSTEM, LOSS OF DATA, OR LOSS DUE TO HIS DOWNLOADING OR RELIANCE UPON ANY SUCH MATERIAL. TPL DOES NOT AUTHORIZE ANYONE TO MAKE A WARRANTY OF ANY KIND ON ITS BEHALF, AND USER SHOULD NOT RELY ON ANYONE MAKING SUCH STATEMENTS.

6. LIMITATIONS AND EXCLUSIONS OF LIABILITY

6.1 MAXIMUM LIABILITY OF TPL. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, IN NO EVENT SHALL TPL'S AGGREGATE LIABILITY TO USER (INCLUDING WITHOUT LIMITATION LIABILITY TO ANY PERSON OR PERSONS WHOSE CLAIM OR CLAIMS ARE BASED ON OR DERIVED FROM A RIGHT OR RIGHTS CLAIMED BY OR ATTRIBUTED TO USER) OR TO ANY THIRD PARTIES WITH RESPECT TO ANY AND ALL CLAIMS ARISING FROM OR RELATING TO THE AGREEMENT OR ANY SERVICE, EXCEED THE AGGREGATE AMOUNT OF CHARGES ACTUALLY PAID BY USER TO TPL UNDER THIS AGREEMENT DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE OF THE OCCURRENCE OF THE EVENT GIVING RISE TO THE CLAIM.

6.2 NON-LIABILITY FOR CERTAIN TYPES OF CLAIMS.

(a) WITHOUT LIMITING THE FOREGOING, AND NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, TPL SHALL HAVE NO LIABILITY TO USER WHERE THE CLAIMS ARISE OUT OF, RELATE TO, ARE CAUSED BY OR INVOLVE ANY OF THE FOLLOWING: (I) TPL'S COMPLIANCE WITH AN ORDER OR DEMAND TO SUSPEND OR TERMINATE THE SERVICES OR AN ACCOUNT; (II) ANY FORCE MAJEURE EVENT (AS DEFINED BELOW) OR OTHER CAUSES THAT ARE BEYOND TPL'S CONTROL; (III) THE MALFUNCTION, UNAVAILABILITY, INADEQUACY, UNTIMELY OR POOR PERFORMANCE OR NON-PERFORMANCE OR FAILURE OF POWER, EQUIPMENT, SYSTEMS, CONNECTIONS, FACILITIES, NETWORKS OR SERVICES NOT PROVIDED BY TPL, INCLUDING THOSE OF USER OR ANY THIRD PARTIES; (IV) TPL'S SUSPENSION OF SERVICES ACCORDING TO THE TERMS OF THIS AGREEMENT, (V) THE USE OF OR INABILITY TO USE THE SITE; (VI) UNAUTHORIZED ACCESS TO OR ALTERATION OF USER TRANSMISSIONS OR DATA; AND (VII) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE OR ELSEWHERE, OR USERR RELIANCE ON THE SAME.

(b) WITHOUT LIMITING THE FOREGOING, AND NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, TPL SHALL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES ARISING OUT OF OR RELATING TO (I) THE QUALITY, ACCURACY, PROPRIETY, DECENCY, UTILITY OR CORRECTNESS (OR LACK THEREOF) OF CONTENT, DATA OR INFORMATION TRANSMITTED ON THE SITE OR RECEIVED BY USER FROM ANYONE AS A DIRECT OR INDIRECT OF THE SERVICES; (II) LOSS OF CONTENT, DATA OR INFORMATION DUE TO DELAY, NON-DELIVERY, MIS-DELIVERY OR SERVICE INTERRUPTIONS HOWEVER CAUSED; OR (III) UNAUTHORIZED ACCESS TO, OR MISUSE, ALTERATION, THEFT, DESTRUCTION OR CORRUPTION OF, USER'S DATA, SOFTWARE, HARDWARE OR OTHER SYSTEMS.

(c) WITHOUT LIMITING THE FOREGOING, AND NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, TPL SHALL HAVE NO LIABILITY WHATSOEVER EXCEPT TO THE EXTENT A USER SUFFERS PERSONAL INJURY PROXIMATELY CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE TPL.

6.3 EXCLUSIONS OF CERTAIN DAMAGES. IN NO EVENT SHALL TPL BE LIABLE TO USER OR ANYONE ELSE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, RELIANCE, EXEMPLARY OR PUNITIVE DAMAGES, DAMAGES FOR LOST PROFITS OR REVENUES, REPLACEMENT GOODS, LOSS OF TECHNOLOGY RIGHTS OF SERVICES, LOSS OF DATA, LOSS OF FILES OR SOFTWARE DAMAGE, FAILURE OR ERRORS IN SIGNAL TRANSMISSION, INTERRUPTION OR LOSS OF USE OF SERVICE, OR ANY OTHER TYPE OF DAMAGES OTHER THAN ACTUAL AND DIRECT DAMAGES (AND WITH REGARD TO ACTUAL AND DIRECT DAMAGES INCURRED BY USER, SUBJECT TO THE LIMITATION OF DAMAGES AS SET FORTH IN THIS AGREEMENT).

6.4 TYPES OF LIABILITY CLAIMS. THE LIMITATIONS IN THIS SECTION 6 APPLY TO CLAIMS FOUNDED IN BREACH OF CONTRACT, BREACH OF WARRANTY, PRODUCTS LIABILITY, TORT AND ANY OTHER THEORY OF LIABILITY.

6.5 Further Applicability. All limitations of liability applicable to TPL contained in this Section 6 shall also be applicable to TPL's licensors, service providers, agents, and equipment vendors.

6.6 Waiver of Claims After Certain Period. All claims by User of whatever nature against TPL shall be deemed conclusively to have been waived unless User notifies TPL (specifying the nature of the claim) within six (6) months after the date of the occurrence of the event giving rise to the claim. Billing disputes shall be subject to the time limitations set forth in Section 2.2 hereof.

6.7 Basis of Bargain; Failure of Essential Purpose. User acknowledges that TPL has established its prices and provides Service in reliance upon the limitations and exclusions of liability and the disclaimers set forth in this Agreement, including Section 6, and that the same form an essential basis of the bargain between the parties. The parties agree that the limitations and exclusions of liability and disclaimers specified in this Agreement shall survive and apply even if argued or found to have failed of its essential purpose; and User hereby waives its right to contest the enforceability of any provision of this Agreement by reason of such failure.

7. Non-Disclosure

7.1 Members and Seekers are free to execute their own confidentiality agreements. Until and unless they do, their non-public interactions shall be governed by the terms of this Section 7 ("Non-Disclosure Agreement").

7.2 Definitions. For purposes of this Non-Disclosure Agreement, "Confidential Information" means all information (including, without limitation, information in written, oral or machine-readable form) relating to the business or affairs of a party disclosing such information ("Disclosing Party") to the other party receiving such information ("Recipient"), including (without limitation) information relating to existing systems, software, firmware, hardware, products and services, and those in development, and accompanying marketing plans and business strategies. The Disclosing Party shall have no obligation to specifically identify any information as to which the protection of this Non-Disclosure Agreement extends by any notice or other action, and the Recipient agrees that all such information relating to the business or affairs of the Disclosing Party shall be deemed Confidential Information, except to the extent that any such information (a) constitutes a "Trade Secret" (as defined below); (b) is known or becomes known to the general public other than as a result of unauthorized disclosure by the Recipient or by persons to whom the Recipient has made such information available, or as a result of others' conduct that the Recipient knows (or reasonably should know) to have been wrongful; (c) is received by the Recipient on a non-confidential basis from a third party lawfully possessing and entitled to disclose such information; or (d) is independently developed by the Recipient without use of the Confidential Information. For purposes of this Non-Disclosure Agreement, "Trade Secrets" means all information (including, without limitation, information in written, oral or machine-readable form) that constitutes trade secrets under applicable law, such as software, technology, know-how, confidential business information, technical or non-technical data, formulas, compilations, patterns, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, and product plans of the Disclosing Party, clearly marked by the Disclosing Party as proprietary and/or confidential or trade secrets.

7.3 Legal Requirements to Disclose. If the Recipient becomes subject to a subpoena or other legal requirement to disclose any of the Confidential Information and/or Trade Secrets, the Recipient shall provide the Disclosing Party with prompt written notice so that the Disclosing Party may seek a protective order or other appropriate remedy. The Recipient will provide such assistance and cooperation in connection therewith as the Disclosing Party reasonably requests. If such protective order or other appropriate remedy is denied or otherwise not obtained, then the Recipient shall furnish only that portion of the Confidential Information and/or Trade Secrets material that is, in the reasonable opinion of its counsel, legally compelled. The Recipient will cooperate with the Disclosing Party to obtain a protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information and/or Trade Secrets to be disclosed. The Disclosing Party shall reimburse the Recipient for all reasonable out-of-pocket expenses the Recipient incurs in connection with providing assistance and cooperation pursuant to this provision.

7.4 Confidentiality Obligation. In recognition of the need of the Disclosing Party to protect its legitimate business interests, the Recipient hereby covenants and agrees that with respect to any: (i) Confidential Information, at all times during the transactions between the parties, and for a period of two (2) years following the later of disclosure of such Confidential Information or termination of such transactions; and (ii) Trade Secrets, at all times such information remains a "trade secret" under applicable law, the Recipient will regard and treat all such Confidential Information and/or Trade Secrets as strictly confidential and wholly owned by the Disclosing Party and will not, for any reason or in any fashion, either directly or indirectly, use, disclose, transfer, assign, disseminate, reproduce, reverse engineer, copy, or otherwise communicate any such Confidential Information and/or Trade Secrets to any individual or entity for any purpose other than in accordance with the express terms of this Agreement or any other written agreement between the Parties. The Recipient will not disclose any Confidential Information or Trade Secrets to any persons or entities other than such officers, employees, consultants or counsel of such Recipient who reasonably need to have access thereto for the purpose set forth herein and who are bound by the restrictions set forth herein. The Recipient shall exercise its reasonable efforts to ensure the continued confidentiality of all Trade Secrets and Confidential Information known by, disclosed or made available to Recipient or, by or on behalf of Recipient, to any third parties pursuant to this Agreement. The Recipient shall immediately notify the Disclosing Party of any intended or unintended, unauthorized disclosure or use of any Trade Secrets or Confidential Information by the Recipient or any other person or entity of which the Recipient becomes aware, and the Recipient shall assist the Disclosing Party, to the extent reasonably necessary, in procuring or protecting the Disclosing Party's rights to or in any of the Trade Secrets or Confidential Information in connection therewith.

7.5 Purpose of Disclosure. The Confidential Information and Trade Secrets are made available by and to the parties for the sole and exclusive purpose of performing a testing transaction.

7.6 Proprietary Rights. The Disclosing Party retains all right, title and interest in and to the Confidential Information and/or Trade Secrets. Except as otherwise expressly provided herein, no license or other right is hereby transferred to the Recipient, including any license by implication, estoppel or otherwise, under any patent, trade secret, trademark or copyright now held by, or which may be obtained by, or which is or may be licensable by the Disclosing Party. The Recipient is prohibited from selling, leasing, licensing or otherwise in any manner, directly or indirectly, disclosing, assigning, transferring or disposing of any portion of the Confidential Information or Trade Secrets.

7.7 Enforcement. The Recipient recognizes that the unauthorized use or disclosure of the Confidential Information or Trade Secrets may give rise to irreparable injury to the Disclosing Party, inadequately compensable in damages. The Recipient hereby agrees that the Disclosing Party shall be entitled to seek and obtain injunctive relief against the breach or threatened breach of the Recipient's obligations under this Agreement, in addition to any other legal remedies that may be available to the Disclosing Party.

7.8 Return of Information. Within five days after written request from the Disclosing Party, the Recipient shall return or destroy the Confidential Information and/or Trade Secrets of the Disclosing Party and certify in writing that, after reasonable investigation and to the best of its knowledge, all Confidential Information and/or Trade Secrets in its possession (including all copies, reproductions and excerpts thereof) have been returned or destroyed in the manner specified in the request.

7.9 General Disclaimer. Nothing herein shall obligate either party to disclose to the other any particular information, and no Party is making any representation or warranty, either express or implied, with respect to the infringement of any patents, copyrights, trade secrets or other proprietary right of any third party. The Recipient Party acknowledges that the Disclosing Party is providing Confidential Information and Trade Secrets without any representation or warranty, express or implied, as to accuracy or completeness.

8. Indemnification

8.1 User agrees to defend, indemnify and hold TPL and its affiliates and their respective employees, agents and owners harmless from and against any claims or actions made by a third party which relate to, or arise out of, the negligence or misconduct of User or his employees, agents or contractors. In addition, User shall defend, indemnify and hold TPL and its employees, agents and affiliates, harmless from and against any Damages (as defined above) arising out of or in connection with User's use of the Service, including without limitation any and Damages related to or arising in connection with: (a) any breach by User of the terms of this Agreement; (b) any claim by any employee or contractor of User other than a claim based on the gross negligence or willful misconduct of TPL; (c) any claim by customers or vendors of User or any other third party relating to, or arising out of, User's use of the Services; (d) User's operations or services, including without limitation any content displayed, distributed or otherwise disseminated by User; (e) any claim that User's use of the Service infringes on the patent, copyright, trademark or other intellectual property right of any third party; or (f) any act, omission, fault, negligence or misconduct of User, including without limitation any malicious act or act in violation of any laws committed by User.

9. Deposits

9.1 TPL will require some Users to deposit an amount as a security deposit, reflecting payments to be made under the Agreement (the "Deposit"). TPL reserves the right to require additional Deposits for subsequent Services if User has not made payments for existing Services in accordance with this Agreement. TPL reserves the right to require a Deposit from User if TPL determines that User's creditworthiness is in doubt or becomes negative as reflected in User's credit score or credit rating. If TPL requires User to pay a Deposit, TPL shall hold the Deposit as collateral security for the payment of the charges and other sums of money payable by User and for the faithful performance of all other terms, covenants and conditions of User hereunder. Such Deposit may be commingled with other funds of TPL and transferred out of state, and TPL shall have no liability for the accrual or payment of any interest thereon. User hereby waives the benefit of any provision of law requiring the Deposit to be held in escrow or trust, and the Deposit shall be deemed to be the property of TPL. In addition, TPL may require a Deposit and a reconnection fee before Services are restored if the Services have been discontinued by TPL for nonpayment or other default by User under this Agreement.

10. Miscellaneous

10.1 Assignment. User may not sell, assign, sub-lease or transfer any Services without TPL's prior written consent. TPL will provide written consent, acting within its reasonable discretion, where User desires to assign or otherwise transfer same, in whole or in part, to any parent or subsidiary of User or to any purchaser of all or substantially all of User's assets, or to a purchaser of User's business as a going concern, so long as such affiliate or purchaser, as the case may be, signs TPL's customary documentation for a new customer. TPL may assign or otherwise transfer this Agreement to any third party with written notice to User.

10.2 Independent Contractors. TPL and User are independent entities who have negotiated on an arms' length basis, and this Agreement shall not establish any relationship of partnership, joint venture, employment, franchise or agency between TPL and User. Neither TPL nor User shall have the power to bind the other party or incur obligations on the other party's behalf without the other party's prior written consent.

10.3 Force Majeur. Notwithstanding anything seemingly to the contrary herein, no party shall be liable (except for its payment obligation) for any delay or failure in performance of any part of this Agreement to the extent such delay or failure is caused by events beyond such party's reasonable control and without such party's fault or negligence, including, but not limited to, unforeseen fire, flood, explosion, act of terrorism, accident, war, strike, embargo, governmental requirement, civil or military authority, or act of God ("Force Majeure"). Any such delay or failure shall suspend the affected party's performance under this Agreement and the term shall be extended until the earlier of the date that the Force Majeure ceases or thirty (30) days.

10.4 Intellectual Property. Nothing this Agreement shall be deemed to give User any right to use, infringe upon, contest or impair any of TPL's service marks, trademarks, logos, copyrights or any other ownership rights or intellectual property of TPL.

10.5 Non-Waiver. The waiver of any breach or default of any provision of this Agreement shall not constitute a waiver of any subsequent breach or default, and shall not act to amend or negate the rights of the waiving party.

10.6 Notices. Except where otherwise stated herein, any notice required or permitted to be given under this Agreement shall be in writing and shall be sent to the User by e-mail at the e-mail address supplied by User in his registration. Notice required by this Agreement to TPL must be transmitted to sales@nameyourtestprice.com, with a copy transmitted by certified mail or overnight mail to Name Your Test Price, LLC, 8440 E. Washington Street #207, Chagrin Falls, OH 44023. Notices are deemed to have been given when sent provided same are shown in the written confirmation of transmission. Either party may, at any time, notify the other of a change of address for notices, by giving written notice in accordance with this Paragraph.

10.7 Captions. Captions in this Agreement are for convenience only and shall not be deemed to modify any of the terms hereof.

10.8 Governing Law; Jurisdiction. The Agreement as well as the relationship of the parties and any claims or disputes arising under or in connection with the Agreement or any Service, shall be governed by and enforced in according with the laws of the State of Ohio, without giving effect to any of its rules regarding conflicts of laws. TPL and User hereby agree that any disputes, controversies, causes of actions, or claims between the parties shall be brought in the Cuyahoga County Court of Common Pleas in Cleveland, Ohio; provided, however, that any such claim or cause of action may be brought in, or removed to, the United States District Court for the Northern District of Ohio, to the extent that such court would have jurisdiction over the subject matter of such action. TPL and User hereby consent and submit to the jurisdiction of such courts and, to the extent permitted by law, each party hereby waives any objection based on forum non conveniens and waives any objection to venue of any action instituted hereunder and brought in the courts identified above. User and TPL may bring claims against the other only in their individual capacity, and not as a plaintiff or class member in any purported class action or representative proceeding.

10.9 Construction of Agreement. Each party has used, or has had an opportunity to use, an attorney to review this Agreement, and it is the parties' intent that the Agreement shall not be construed against either party by reason of authorship.

10.10 Third Part Beneficiaries. Except to the extent otherwise described in this Agreement, there are no third-party beneficiaries hereof and, accordingly, the covenants, undertakings, agreements and other provisions of this Agreement shall solely benefit, and be enforceable only by, TPL and User and their respective successors and permitted assigns.

10.11 Other Providers. Some or all of the Services provided to User may be provided by one or more TPL affiliates or contractors. TPL may also have or later acquire one or more licensors or service providers whose products or services are incorporated into the Services provided by TPL, and each such licensor or service provider is expressly made a third-party beneficiary under this Agreement. Such licensor or service provider shall have the right to enforce the terms of this Agreement with respect to any terms affecting such licensor or service provider as if such licensor or service provider were a party to this Agreement.

10.12 Survival. This Agreement shall be valid as to any obligation incurred prior to termination of an account. All Sections of this Agreement that can only be given proper effect if they survive the termination hereof shall so survive, including but not limited to Sections 2 (Pricing and Payment), 5 (Disclaimer of Warranties), 6 (Limitations and Exclusions of Liability), 7 (Non-Disclosure), 8 (Indemnification), 9 (Deposits) and 10 (Miscellaneous).

10.13 Enforceability. If any provision of this Agreement, as applied to either party or to any circumstance, is determined by a court to be invalid, illegal or unenforceable, the same shall not affect the validity, legality, or enforceability of the portion of the provision, if any, that is not invalid, illegal or unenforceable, the application of such provision in any other circumstances, or the validity, legality or enforceability of any other provision of this Agreement. Further, all terms and conditions of this Agreement shall be deemed enforceable to the fullest extent permissible under applicable law, and, when necessary, the court in any action between the parties is requested to reform any and all terms or conditions to give them as much effect as possible in order to reflect the clear intent of the parties.

10.14 Conflict of Terms. To the extent that the terms and conditions set forth in this Agreement differ from or conflict with those set forth on the Site which are incorporated by reference herein, the terms and conditions in this Agreement shall prevail and control.

10.15 Entire Agreement. This Agreement supersedes all other oral or written statements and represents the sole and entire agreement of the parties with respect to the subject matter hereof. Any amendment, revision or modification to this Agreement, and any waiver of any term hereof, shall not be effective unless it is in writing that is signed by TPL. Notwithstanding the preceding sentence, TPL may modify the AUP by posting the modifications on its Site, and if User continues to use the Service or access the Site after such posting, User shall be bound by such AUP as modified.

Russia Area Approvals Made Simple - CISCERT - Visit ciscert.com to learn more. First 10 customers that mention they saw this ad on NameYourTestPrice.com receive their certificates at no cost. Testing, shipping samples and government fees are extra.
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Nathan Isser, Ph.D., Lawter - Director of Innovation