(1) You acknowledge that you have read the terms and conditions of use and that you accept the terms thereof. YOU AGREE TO READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING 123CONTRACTOR.CON, INC. WEB SITE. If you do not agree to these terms and conditions of use, you may not become a contractor member or use the contractor section of 123contractor.com, Inc.

(2) You have a 30-day trial period during which your annual membership charge of $199 is refundable in full if you choose to cancel your membership during that time, after such 30-day period, your annual membership charge is not refundable in whole or in part.

(3) 123contractor.com, Inc. may monitor your use of this company Web Site, and may freely use and disclose any information and materials received from you or collected through your use of the Company Web Site for any lawful reason or purpose.

(4) 123contractor.com, Inc. reserves the right, at its sole discretion, to change, modify, add or remove any portion of this Agreement, in whole or in part, at any time. Notification of changes in the Agreement will be posted on the Company Web Site.

(5) 123contractor.com, Inc. may change, suspend or discontinue any aspect of this Web Site at any time, including the availability of any of the Web Site features, database, or content. 123contractor.com may also impose limits on certain features and services or restrict your access to parts or this entire Web Site without notice or liability.

(6) You represent, warrant and covenant that: (a) you shall not upload, post or transmit to or distribute or otherwise publish through this Web Site any materials which (i) restrict or inhibit any other user from using and enjoying this Web Site, (ii) are unlawful, threatening, abusive, libelous, defamatory, or obscene, vulgar, offensive, pornographic, profane, sexually explicit or indecent, (iii) constitutes or encourage conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate law, (iv) violate, plagiarize or infringe the rights of third parties including, without limitation, copyright, trademark, patent, rights of privacy or publicity or any other proprietary right, (v) contain a virus or other harmful component, (vi) contain any information, software or other material of a commercial nature, (vii) contain advertising of any kind, or (viii) constitute or contain false or misleading indications of origin or statements fact; and (b) that you are at least eighteen (18) years old.

(7) You hereby agree to indemnify, defend and hold 123contractor.com, Inc., and all of its officers, directors, owners, agents, employees, information providers, affiliates, licensors and licensees (collectively, the "Indemnified Parties") harmless from and against any and all liability and costs incurred by the Indemnified Parties in connection with any claim arising out of any breach by you of this Agreement, or the forgoing representations, warranties and covenants, including, without limitation, attorneys fees and costs. You shall cooperate as fully as reasonably required in defense of any claim. 123contractor.com, Inc. reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of 123contractor.com, Inc.

(8) This Web Site contains and pointers to the other related World Wide Web Internet sites, resources, and sponsors of the 123contractor.com, Inc. Web Site. Links to and from this Web Site to other third party sites, maintained by third parties, do not constitute an endorsement by 123contractor.com, Inc. or any of its subsidiaries or affiliates of any third party resources, or their contents.

(9) 123contractor.com, Inc. does not represent or endorse the accuracy or reliability of any advice, opinion, statement, or other information displayed or distributed through this Web Site. You acknowledge that any reliance upon such opinion, advice, statement, memorandum, or information shall be at your sole risk. 123contractor.com, Inc. reserves the right, in its sole discretion, to correct any errors or omissions in any portion of this Web Site.

(10) 123contractor.com, Inc. does not and cannot review all materials posted to this Web Site by users, and 123contractor.com, Inc. is not responsible for any such materials posted by users. However, 123contractor.com, Inc. reserves the right at all times to disclose any information as necessary to satisfy any law, regulation or government request, or to edit, refuse to post or to remove any information or materials, in whole or in part, that in 123contractor.com, Inc.’s sole discretion are objectionable or in violation of this Agreement.

(11) THE 123CONTRACTOR.COM, INC. WEB SITE, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THIS WEB SITE, IS PROVIDED "AS IS." TO THE FULLEST EXTENT PERMISSIBLE BY LAW, 123CONTRACTOR.COM, INC. AND ITS SUBSIDIARIES AND AFFILIATES MAKE NO REPRESENTATION OR WARRANTIES OF ANY KIND WHATSOEVER FOR THE CONTENT ON THIS WEB SITE OR THE MATERIALS, INFORMATION AND FUNCTIONS MADE ACCESSIBLE BY SOFTWARE USED ON OR ACCESSED THROUGH THE 123CONTRATOR.COM, INC. WEB SITE, FOR ANY PRODUCTS OR SERVICES OR HYPERTEXT LINKS TO THIRD PARTIES OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THIS WEB SITE OR ANY LINKED SITE. FURTHER, 123CONTRACTOR.COM, INC. AND ITS SUBSIDIARIES AND AFFILIATES DISCLAIM ANY EXPRESSED OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 123CONTRACTOR.COM, INC. DOES NOT WARRANT (i) THAT THE FUNCTIONS CONTAINED IN THIS WEB SITE OR ANY MATERIALS OR CONTENT CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR FREE, (ii) THAT DEFECTS WILL BE CORRECTED, OR (iii) THAT THIS WEB SITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. 123CONTRACTOR.COM, INC. AND ITS SUBSIDIARIES AND AFFILIATES SHALL NOT BE LIABLE FOR THE USE OF THIS WEBSITE, INCLUDING, WITHOUT LIMITATION, THE CONTENT AND ANY ERRORS CONTAINED THEREIN.

(12) 123CONTRACTOR.COM, INC. WILL NOT RESPONSIBLE FOR ANY DAMAGES YOU OR YOUR BUSINESS SUFFER. 123CONTRACTOR.COM, INC. MAKES NO WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED FOR SERVICES WE PROVIDE. THIS INCLUDES LOSS OF DATA RESULTING FROM DELAYS, NONDELIVERIES, WRONG DELIVERIES, AND ANY SERVICE INTERRUPTIONS CAUSED BY 123CONTRACTOR.COM AND ITS EMPLOYEES BY ITS OWN NEGLIGENCE OR YOUR ERRORS OR OMISSIONS.

(13) By posting messages, uploading files, inputting data or engaging in any other form of communication (individually or collectively "Communications") to this Web Site, you hereby grant to 123contractor.com, Inc. a perpetual, worldwide, irrevocable, unrestricted, non-exclusive, royalty free license to use, copy license, sublicense, adapt, distribute, display, publicly perform, reproduce, transmit, modify, edit and otherwise exploit such Communications, in all media now known or hereafter develop. You hereby waive all rights to any claim against 123contractor.com, Inc. for any alleged or actual infringements of any proprietary rights, rights of privacy and publicity, moral rights, and rights of attribution in connection with such Communications.

(14) You acknowledge that transmission to and from this Web Site are not confidential and your Communications may be read or intercepted by others. You acknowledge that by submitting Communications to 123contractors.com, Inc., no confidential, fiduciary, contractually implied or other relationship is created between you and 123contractor.com, Inc. other than pursuant to this Agreement.

(15) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW JERSEY, WITHOUT REGARD TO CONFLICTS OF LAWS PROVISIONS. SOLE AND EXCLUSIVE JURISDICTION FOR ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE APPROPRIATE STATE OR FEDERAL COURT LOCATED IN THE STATE OF NEW JERSEY.