The following describes the terms and conditions related to the use of the BuildTopia system. These terms and conditions represent a legal agreement between BuildTopia and the Trade Partner.

By accessing the Service (or any part thereof), both parties agree to abide, and to be legally bound by this Agreement. If the Trade Partner does not accept this Agreement, BuildTopia is unwilling to provide access to or use of the Service.

1. DEFINITIONS USED IN THIS AGREEMENT

   For purposes of this Agreement, the following terms shall have the following meanings. Other capitalized terms used in this Agreement shall be as set forth in the applicable section of this Agreement.

   1. "Intellectual Property Rights" means collectively, rights under patent, trademark, copyright and trade secret laws, and any other intellectual property or proprietary rights recognized in any country or jurisdiction worldwide, including, without limitation, moral rights and similar rights.
   2. "Service" means, collectively, the services offered by BuildTopia via the Web Site and, as applicable, via such other Web sites as BuildTopia may make available from time to time. The term "Service" shall be deemed to include the Web Site, but shall not include software made available to users from Third Parties through or in connection with the Web Site.
   3. "Software Application" means Third Party computer software used by BuildTopia in or in connection with the Service.
   4. "Terms of Use" means the terms of service for the use of the BuildTopia Web Site generally, as such terms may be amended from time to time. Presently the Terms of Use is contained online and accessible through a link at http://www.buildtopia.com
   5. "Third Party" means any party other than BuildTopia and Trade Partner.
   6. "Web Site" means the web site(s) through which BuildTopia delivers or provides access to the Service.
   7. "Privacy Policy" means the BuildTopia Privacy Statement for the use of the BuildTopia Web Site generally, as such terms may be amended from time to time. Presently the BuildTopia Privacy Statement is contained online and accessible through a link at http://www.buildtopia.com.

Agreement Term. This Agreement commences as of the date the online account is accessed and, subject to the terms of this Agreement, continues for the initial term of one year (the "Initial Term"). This Agreement shall automatically renew for additional one (1) year terms (each, an "Additional Term") unless either party gives the other party written notice of its intention not to renew sixty days (60) prior to the expiration of such term. (The Initial Term and the Additional Terms collectively constitute the "Term".)

Termination. Either party may terminate this Agreement at any time.

Restrictions. Trade partner will not, and will not permit a Third Party to (a) alter, modify, adapt, or create any derivative works of any part of the Service, including any Software Applications or any copyright, trademark, or other proprietary rights notices of any party; (b) copy, any part of the Service or any of the Software Application(s), except to the minimum extent permitted by applicable United States Copyright laws; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive source code from any part of the Service including any Software Application(s); or (d) license, sell, transfer or lease the Service including any Software Application(s). BuildTopia hereby reserves to itself and its licensors all rights not expressly granted to Trade Partner herein. Trade Partner shall have no rights in or to any part of the Service except as provided in this Agreement. Further, BuildTopia is bound by the Privacy Policy on http://www.buildtopia.com.

Indemnity. Trade Partner and BuildTopia each agree to indemnify, defend and hold the other party and its affiliates, officers, directors, employees, vendors, licensors, agents and representatives harmless from and against all damages, costs, expenses (including without limitation, reasonable attorneys' fees and expenses), and liabilities arising from any claims of third parties arising from or related to: (a) any breach of this Agreement by either party, or (b) any activities on or through Trade Partner's account, other than for unauthorized use due to the gross negligence or willful misconduct of BuildTopia.

IN NO EVENT SHALL BUILDTOPIA OR ITS OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS, VENDORS OR AGENTS BE LIABLE TO TRADE PARTNER or to any third party FOR CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR INDIRECT DAMAGES OR COSTS (INCLUDING LEGAL FEES AND EXPENSES) OR LOSS OF GOODWILL OR PROFIT ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT or the service, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL BUILDTOPIA OR ITS OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS, VENDORS OR AGENTS BE LIABLE TO TRADE PARTNER IN ANY AMOUNT.

Confidential Information. During the course of this Agreement, Trade Partner acknowledges and agree that they may be given access to data, services, and information of BuildTopia, their vendors, and licensors that is of a proprietary, confidential or trade secret nature, including but not limited to, the Service and any Software Application(s) or documentation accessed or provided via the Service for use on or in connection with the Service, and other information that relates to the party's past, present and future research, development, business and technical information, marketing plans, research, designs, plans, methods, techniques, processes and know-how, whether tangible or intangible and whether or not stored, compiled or memorialized physically, electronically, graphically or in writing (the "Confidential Information"). Trade Partner shall hold the Confidential Information in confidence, and shall not disclose the Confidential Information to any third party except as authorized herein or otherwise in writing by the parties, and shall use it for the sole purpose of performing this Agreement or using the Service as authorized by BuildTopia. The term "Confidential Information" shall not include any information which: (a) is in the public domain at the time of disclosure or enters the public domain following disclosure through no fault of the receiving party, (b) Trade Partner can demonstrate as already in its possession prior to disclosure hereunder or is subsequently disclosed to the other party with no obligation of confidentiality by a third party having the right to disclose it, or (c) is independently developed by Trade Partner without reference to the Confidential Information. Trade Partner acknowledge and agree (i) that the obligations in this Section with regard to the Confidential Information which constitutes a trade secrets under applicable law shall remain in effect for as long as such information remains a trade secret under applicable law, and (ii) that the obligations with regard to all other Confidential Information shall remain in effect for two (2) years after such Confidential Information is initially disclosed to Trade Partner.