This Myprosource Marketplace User Agreement
The "Agreement" is entered into by and between the company or individual specified during this online registration process ("User") and My Pro Source, LLC with its principal place of business at 2150 NW 33rd Street, Pompano Beach, FL 33069 ("Myprosource") for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged.

The policies, terms and conditions below limit Myprosource's liability and obligations to you and allow Myprosource to change, suspend or terminate your access to and use of the Myprosource Marketplace. We urge you to carefully read the following terms and conditions, and all policies referenced below or elsewhere within the Myprosource Marketplace. The policies and rules located at Myprosource Rules & Policies or made available elsewhere on the Site (collectively, the "Policies") are incorporated into this Agreement by reference and provide additional terms and conditions governing your use of the Myprosource Marketplace. The Policies include but are not limited to the following: the Billing and Payments Policy; Community Forums Policy; Community Forums Usage Policy; Dispute Resolution Policy; General User Obligations; Guidelines on Enforcement of Policies; Myprosource Community Values; Job Openings and Applications Policy; Policy on Managing and Working on Assignments; Privacy Policy; and Ratings and Feedback Policy. To the extent that there are any conflicts between the terms or conditions in such Policies and this Agreement, the terms and conditions of this Agreement will govern.

YOU UNDERSTAND THAT BY REGISTERING, BY USING THE MYPROSOURCE MARKETPLACE (INCLUDING ANY CONTENT PROVIDED THEREIN) OR YOUR MYPROSOURCE ACCOUNT, HAVING ANY FORM OF COMMUNICATION WITHIN MYPROSOURCE OR BY POSTING ANY ASSIGNMENTS VIA THE MYPROSOURCE MARKETPLACE, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT (INCLUDING THE INCORPORATED POLICIES). IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU MAY NOT ACCESS OR USE THE MYPROSOURCE MARKETPLACE. IF YOU AGREE TO THESE TERMS AND CONDITIONS ON BEHALF OF A BUSINESS, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT BUSINESS TO THIS AGREEMENT AND YOUR AGREEMENT TO THESE TERMS WILL BE TREATED AS THE AGREEMENT OF THE BUSINESS. IN THAT EVENT, "YOU" AND "YOUR" WILL REFER AND APPLY TO THAT BUSINESS.

1. THE MYPROSOURCE MARKETPLACE.

1.1 Purpose of the Myprosource Marketplace.
The Myprosource Marketplace is an online portal and website located at www.Myprosource.com (the "Site") provided by Myprosource. It is a facilitator for Professionals and Customers so that Customers may locate Professionals and require services like cabinet installation, plumbing, flooring, painting and all other services as indicated on the website. Customers may hire Professionals who provide services for earlier mentioned and at the same time they can also use Myprosource project management tools (collectively, the "Myprosource Marketplace") to manage their projects. In addition, payments for the Services contracted through the Myprosource Marketplace must be paid through the Myprosource.com. On the Myprosource Marketplace, Customers can award project to the Professional of their choice. Professionals may post information about their capabilities, their detail quote and their specific terms and condition for working on contract.

1.2 Eligibility. The Myprosource Marketplace is available only to persons who are at least eighteen (18) years old and are otherwise capable of forming legally binding contracts under applicable law. Without limiting the foregoing, the Myprosource Marketplace is not available to temporarily or indefinitely suspended Users. Users are not employees, agents or contractors of Myprosource.

1.3 Role of Service Contracts and the Role of Myprosource. Myprosource is a facilitator for the Customer and Professional and gives them a platform to locate each other and manage their project through Myprosource portal. If a Customer chooses a Professional for an Assignment, a services contract is formed directly between such Customer and Professional subject to the terms specified in Section 2 (Service Contract Terms between Customer and Professional) and/or any other terms and conditions that Customer and Professional may agree upon through the Myprosource Marketplace ("Service Contract"). User agrees that, whether acting as a Customer or Professional, User shall not agree on any terms outside the Myprosource Marketplace and any attempt to agree on terms outside the Myprosource Marketplace shall constitute a material breach of this Agreement and be null and void. Myprosource is not a party to any Service Contract between Customers and Professionals and Myprosource itself does not deliver any Assignments or Work Product, nor does Myprosource make any representations regarding the quality thereof, except as may be otherwise explicitly set forth by Myprosource.

1.4 Acknowledgement of Myprosource's Interest in Proper Performance of Service Contracts. Even to the extent Myprosource is not a party to a Service Contract, User acknowledges and agrees that the reputation and goodwill of Myprosource may be adversely affected if, as a Customer or Professional, the User engages in violations of the Service Contract. User further acknowledges and agrees that Myprosource is an intended third-party beneficiary of each Service Contract User enters into and Myprosource has the right to take such legal actions against User as Myprosource, in its sole discretion, deems necessary to protect the interests of Myprosource.

2. SERVICE CONTRACT TERMS BETWEEN CUSTOMER AND PROFESSIONAL.

User agrees that all Service Contracts between User and any Customer or Professional regarding particular Assignments shall:

(i) unless Customer and Professional expressly agree otherwise through the Myprosource Marketplace, contain substantially the same terms and conditions provided in Sections 2.1 through 2.10 below ("Standard Terms");

(ii) name Myprosource as an express third party beneficiary under the Service Contract; and

(iii) make no representations or warranties on behalf of Myprosource. Notwithstanding the foregoing, to the extent that Customer and Professional agree to terms in their Service Contract different than the Standard Terms, nothing in such Service Contract will in any way limit or modify Myprosource's rights.

2.1 Services. Professional shall perform Services in a Professional and workmanlike manner. Under Fixed Price Assignments, Professional shall deliver the agreed-upon Work Product. Under Bill Rate Assignments, Professional shall use reasonable efforts to create the desired Work Product. Professional may not subcontract with third parties to perform Services on behalf of Professional or assist Professional in performing Services unless Professional has obtained Customer's prior written consent to such arrangement.

2.2 Fees. Customer shall pay Professional the agreed-upon fees for time spent (under Bill Rate Assignments) or delivery of the Work Product (under Fixed Price Assignments). All amounts paid by Customer shall be paid through the Myprosource Marketplace as set forth in the Billing and Payments Policy.

2.3 Termination. Under Bill Rate Assignments, either party may terminate the Service Contract at any time for any or no reason, provided that Customer remains obligated to pay for any time Professional spent prior to termination. Fixed Price Assignments may only be terminated by mutual agreement.

2.4 Customer Deliverables. Customer grants Professional a limited, non-exclusive, revocable (at any time, at Customer's sole discretion) right to use the Customer Deliverables as necessary for the performance of the Services. Customer reserves all other rights and interest, including, without limitation, all Proprietary Rights, in and to the Customer Deliverables. Upon completion or termination of the Assignment, or upon request by the Customer, Professional shall immediately return all Customer Deliverables to the Customer and purge all copies of Customer Deliverables and Work Product contained in or on Professional's premises or systems or otherwise under Professional's control.

2.5 Work Product. Any copyrightable works prepared by Professional in connection with an Assignment for Customer shall be "works for hire"; consequently, Customer will be considered the author and owner of such works. Unless prohibited by applicable mandatory law, all Proprietary Rights in and to Work Product shall vest in Customer upon creation. If under mandatory law, Proprietary Rights do not vest in Customer upon creation, Professional hereby assigns all Proprietary Rights to Work Product to Customer, effective upon creation. To the extent that under mandatory law, rights can only be assigned after creation, Professional hereby irrevocably agrees to assign, immediately following the creation, all Proprietary Rights to Work Product to Customer. To the extent that under mandatory law, Proprietary Rights cannot be assigned, Professional hereby irrevocably agrees to grant, and hereby grants, to Customer an exclusive (excluding also Professional), perpetual, irrevocable, unlimited, worldwide, fully paid, and unconditional license to use and commercialize Work Product in any manner now known or in the future discovered. To the extent such license grant is not fully valid, effective or enforceable under mandatory law, Professional hereby irrevocably agrees to grant, and hereby grants, to Customer, such rights as Customer reasonably requests in order to acquire, as close as possible, all rights equivalent to full legal ownership. In order to ensure that Customer will be able to acquire, perfect and use such Proprietary Rights, Professional will:

(i) transfer possession, ownership, and title to media, models, and other tangible objects containing Work Product to Customer;

(ii) sign any documents at Customer's request to assist Customer in the documentation, perfection and enforcement of its rights; and

(iii) provide Customer with support and reasonable access to information for recording, perfecting, securing, defending, and enforcing such Proprietary Rights. Professional also irrevocably authorizes Customer to act and sign on Professional's behalf and take any necessary steps in order to perfect Customer's rights under this Agreement. In case that under mandatory law, Professional retains any rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as "moral rights" (collectively "Moral Rights") or other inalienable rights to Work Product or Confidential Information under this Agreement, Professional irrevocably agrees to waive, and hereby waives, all such rights, or, to the extent Professional cannot waive such rights, Professional agrees not to exercise such rights, until Professional has provided prior written notice to Customer and then only in accordance with any reasonable instructions that Customer issues in the interest of protecting its rights. Professional agrees to assist Customer in every proper way to obtain and enforce the Proprietary Rights and other legal protections for the Work Product in any and all countries. Professional will sign documents that the Customer may reasonably request for use in obtaining and enforcing such protection, including, but not limited to, any assignment deed which the Customer may select at its sole discretion. Professional's obligations under this Section 2.5 will continue even after Professional deregisters from or ceases use of the Myprosource Marketplace. Professional appoints Customer as Professional's attorney-in-fact to execute documents on Professional's behalf for the purposes set forth in this Section 2.5.

2.6 Independent Contractor. Professional's relationship with Customer will be that of an independent contractor, and nothing in this Agreement should be construed to create a partnership, joint venture, or employer-employee relationship. Professional acknowledges and agrees that neither it nor any of its employees or agents shall have any claim under this Agreement for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker's compensation benefits, or employee benefits of any kind from Customer. Professional acknowledges and agrees that Customer will not deduct any amount for withholding, unemployment, Social Security, or other taxes as it would in the case of an employee and that Professional will be solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority with respect to Professional's performance of Services. Professional agrees to accept exclusive liability for complying with all applicable state and federal laws, including laws governing self-employed individuals, if applicable, such as laws related to payment of taxes, social security, disability, and other contributions based on payment of Professional Fees by Customer. Customer will not withhold or make payments for social security, unemployment insurance or disability insurance contributions, or obtain workers' compensation insurance on Professional's behalf. Professional hereby agrees to indemnify and defend Customer against any and all such taxes or contributions, including penalties and interest. Professional agrees to provide proof of payment of appropriate taxes on any fees paid to Professional under this Agreement upon reasonable request of Customer.

2.7 General. Service Contracts shall be governed by Sections 5 (Confidential Information) 12 (General) and 13 (Definitions) of this Agreement, as applicable either directly or by way of analogy.

2.8 Entire Agreement. The terms and conditions set forth in this Section 2 and/or any additional or different terms expressly agreed by Customer and Professional through the Myprosource Marketplace shall constitute the entire agreement and understanding of Customer and Professional with respect to each Service Contract and shall cancel and supersede any other prior or contemporaneous discussions, agreements, representations, warranties, and/or other communications between them.

2.9 No Contracts outside the Myprosource Marketplace. User, whether as a Customer or Professional, agrees to use the Myprosource Marketplace to enter into all contracts with other Users and except pursuant to the "Buy Out" provision set forth in the Billing and Payments Policy, shall take no steps to use any other means to enter into any contract with any other User that was introduced through the Myprosource Marketplace.

3. ACKNOWLEDGMENTS BY USER OF MYPROSOURCE'S ROLE.

3.1 Service Contracts. User expressly acknowledges, agrees and understands that:

(i) the Myprosource Marketplace is merely a venue where Users may act as Customers or Professionals;

(ii) Myprosource is not a party to any Service Contracts between Customers and Professionals;

(iii) Myprosource shall not have any liability or obligations under or related to Service Contracts or any acts or omissions by Users;

(iv) Myprosource has no control over Professionals or over the Services promised or rendered by Professionals; and,

(v) Myprosource makes no representations as to the reliability, capability, or qualifications of any Professional or the quality, security or legality of any Service, and Myprosource disclaims any and all liability relating thereto.

3.2 Myprosource Tools. Myprosource and its licensors reserve all Proprietary Rights in and to the Myprosource Tools. User may not use the Myprosource Tools except as necessary for the purposes of discharging its obligations under this Agreement and any Service Contract entered into pursuant to this Agreement and on the terms set out in the License Agreement. Without limiting the terms of Section 12.5, Myprosource reserves the right to suspend or terminate User's access to the Myprosource Marketplace and Myprosource Tools at any time in its sole discretion, and to withdraw, expand and otherwise change the Myprosource Marketplace and Myprosource Tools

(including the functionality of the Myprosource Tools) at any time in Myprosource's sole discretion. Without limiting any provisions contained in the License Agreement, User shall not be entitled to create any "links" to the Myprosource Tools, or "frame" or "mirror" any content contained on, or accessible through, the Myprosource Tools, on any other server or internet-based device.

4. FEES AND PAYMENTS.

4.1 Professional Fees. Myprosource shall act as a payment processor for Professional Fees as set forth in the Billing and Payments Policy.

4.2 Formal Invoices and Taxes. Myprosource shall have no responsibility for determining the necessity of or for issuing any formal invoices, or for determining, remitting, or withholding any taxes applicable to Professional Fees. Instead, Professional shall be solely responsible for determining whether it is required by applicable law to issue any formal invoices for the Professional Fees and for issuing any invoices so required. Professional shall also be solely responsible for:

(a) determining whether Professional or Myprosource is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Professional Fees, and remitting any such taxes or charges to the appropriate authorities on behalf of itself or Myprosource, as appropriate; and

(b) determining whether Myprosource is required by applicable law to withhold any amount of the Professional Fees, notifying Myprosource of any such requirement and indemnifying Myprosource (either by permitting Myprosource to offset the relevant amount against a future payment of Professional Fees or by refunding to Myprosource the relevant amount, at Myprosource's sole discretion) for any requirement to pay any withholding amount to the appropriate authorities. Myprosource shall have the right, but not the obligation, to audit and monitor Professional's compliance with applicable tax laws as required by this Section 4.2.

4.3 Invoices to Customer. Customer will be invoiced for Professional Fees in accordance with the Billing and Payments Policy. Customer will have to make the payment in specified time to Myprosource and Myprosource in turn will make the payment to the Professional after deducting its applicable transaction fee.

4.4 Payment. Customer hereby authorizes Myprosource to run credit card authorizations on all credit cards provided by Customer, to store credit card details as Customer's method of payment for Services, and to charge Customer's credit card (or any other form of payment authorized by Myprosource or mutually agreed to between Customer and Myprosource) in accordance with the Billing and Payments Policy.

4.5 No Direct Payments. Customer shall

(i) make all payments relating to, or in any way connected with, an Assignment

(including, without limitation, bonuses) through the payment channels provided or specified by Myprosource, and

(ii) not make any such payments directly to a Professional or through any other payment channels. Customer shall immediately notify Myprosource if a Professional requests that Customer make a payment directly to it or through any channels other than those provided or specified by Myprosource. Professional shall not accept any payments relating to an Assignment

(including, without limitation, bonuses) from a Customer directly or through any payment channels other than those provided or specified by Myprosource. Professional shall immediately notify Myprosource if a Customer or any of its agent attempts to make a payment to Professional directly or through any payment channels other than those provided or specified by Myprosource.

4.6 Fraudulent Transactions: Erroneous or Duplicate Transactions; Charge Backs.

Myprosource.com reserves the right to seek reimbursement from customer or professional as the case may be, and customer/ professional will reimburse Myprosource.com, if Myprosource.com discovers a fraudulent transaction, erroneous or duplicate transaction, or if Myprosource.com receives a charge back or reversal from any customer’s credit card company, bank, or PayPal for any reason. Customer/ Professional agree to and acknowledge myprosource’s right to investigate any and all transactions for fraud. Further, Customer/ Professional agree to cooperate with any reasonable requests made by Myprosource in an effort to investigate fraud. Customer/ Professional agree that Myprosource has the right to obtain such reimbursement by charging customer’s/Professional’s Account, deducting amounts from future payments, charging their credit card or any bank account associated with their Account, or obtaining reimbursement from you by any other lawful means, including using a third party collection agency. Failure to pay for reimbursements of a charge back or a reversal of payment is cause for termination of their account.

5. CONFIDENTIAL INFORMATION.

5.1 Confidentiality. To the extent a Customer provides Confidential Information to a Professional or to Myprosource, the Professional or Myprosource (as the case may be) shall protect the secrecy of the Confidential Information with the same degree of care as it uses to protect its own confidential information, but in no event with less than due care, and shall not:

(i) disclose Confidential Information to anyone except, in the case of Myprosource, to any Professional engaged by Customer for the Assignment; and

(ii) use the Confidential Information, except as necessary for the performance of Services for the relevant Assignment (including, without limitation, the storage or transmission of Confidential Information on or through Myprosource Tools for use by Professional).

5.2 Return. If and when Confidential Information is no longer needed for the performance of Services for the relevant Assignment, or at the Customer's written request (which may be made at any time at Customer's sole discretion), Professional or Myprosource (as the case may be) shall promptly destroy or return to Customer all Confidential Information and any copies thereof contained in or on its premises or systems or otherwise under its control.

5.3 Publications. Without limiting Section 5.1 (Confidentiality), neither Professional nor Myprosource shall publish, or cause to be published, any Confidential Information or Work Product.

6. WARRANTY DISCLAIMER.

MYPROSOURCE MAKES NO EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SERVICES, WORK PRODUCT, MYPROSOURCE TOOLS, MYPROSOURCE MARKETPLACE OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MYPROSOURCE DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SECTION 9.2 (TERMINATION) STATES USER'S SOLE AND EXCLUSIVE REMEDY AGAINST MYPROSOURCE WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES OR DISSATISFACTION.

7. LIMITATION OF LIABILITY.

IN NO EVENT WILL MYPROSOURCE BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR INDIRECT COSTS OR DAMAGES, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION OR PROFIT. THESE LIMITATIONS SHALL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.

8. INDEMNIFICATION.

8.1 Proprietary Rights. Each User shall indemnify, defend and hold harmless (on a monthly basis, as costs are incurred) Myprosource and its subsidiaries, affiliates, officers, agents, employees, representatives and co-branders or other partners (each an "Indemnified Party" for purposes of this Section 8) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses) arising from or relating to any claim, judgment, or adjudication that any Work Product, Services or action or omission by such User infringes Proprietary Rights or other rights of any third party.

8.2 Indemnification by Customer. Each Customer shall indemnify, defend and hold harmless the Indemnified Parties from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses) arising from or relating to

(i) such Customer's use of Services, including without limitation claims by or on behalf of any Professional for Worker's Compensation or unemployment benefits, or

(ii) any Service Contract entered into between such Customer and a Professional.

8.3 Indemnification by Professional. Each Professional shall indemnify, defend and hold harmless the Indemnified Parties from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses) arising from or relating to

(i) such Professional's provision of Services, or

(ii) any Service Contract entered into between such Professional and a Customer.

9. TERM AND TERMINATION.

9.1 Term. The term of this Agreement commences on the date when professional or customer register, and continues in effect until terminated in accordance with Section 9.2 below.

9.2 Termination. Myprosource, may terminate this Agreement at any time at their sole discretion, with or without any reason, effective immediately without any notice to professional or customer, provided that any such termination for convenience shall not affect the validity of any Service Contracts that have been concluded prior to termination and this Agreement shall continue to apply with respect to such Service Contracts. Professional and customer may terminate this Agreement at any time at their sole discretion, with or without any reason, effective immediately upon written notice to Myprosource.

9.3 Consequences of Termination. Termination shall not relieve Customer of the requirement to pay for time spent and expenses incurred prior to the effective date of the termination, which fees and expenses, together with any applicable taxes, shall be invoiced to Customer following termination pursuant to Section 4.3 (Invoices to Customer), and charged to Customer's credit card or other form of payment pursuant to Section 4.4 (Payment). Subject to Section 4.5 (Dispute Resolution Policy), Myprosource shall pay Professional, in accordance with the provisions of Section 4 (Fees and Payments).

9.4 Survival. Sections 3 through 13 of this Agreement shall survive any termination thereof.

10. AUDIT RIGHTS.

Customer and Professional each shall

(i) create and maintain records to document satisfaction of its obligations under this Agreement and any Service Contract, including without limitation its payment obligations and compliance with tax laws, and

(ii) provide copies of such records to Myprosource upon request. Myprosource, or Myprosource's advisors or agents, shall have the right, but not the obligation, to routinely, but no less frequently than annually, audit Professional's operations and records to confirm compliance.

11. ENTIRE AGREEMENT; PREVIOUS AGREEMENTS AND ONGOING ASSIGNMENTS.

11.1 Entire Agreement. This Agreement, including the incorporated Policies, sets forth the entire agreement and understanding of the parties relating to its subject matter and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between them. In particular, this Agreement cancels and supersedes any Myprosource Customer Services Agreement, Freelancer Professional Services Agreement, and/or Affiliate Services Agreement that User might have previously entered into with Myprosource ("Previous Agreements"). In case of any inconsistencies between the Policies and the other terms of this Agreement, the latter shall prevail.

11.2 Rights and Obligations under Previous Agreements. . As of the Transition Date, User shall have no rights against Myprosource under Previous Agreements except that User remains entitled to any fees for Services which User has become entitled to receive from Myprosource under the terms of such Previous Agreements and which Myprosource has not remitted as of the Transition Date. Myprosource remains entitled to payment on invoices for Assignments commenced under Previous Agreements with User. User's continued use of the Myprosource Marketplace as a Customer or Professional on or after the Transition Date shall be solely governed by the terms of this Agreement.

11.3 Ongoing Assignments. Failure by any Customer to terminate any Assignment commenced under a Previous Agreement prior to the Transition Date ("Ongoing Assignment") constitutes an offer to the Professional under such Ongoing Assignment to continue the Ongoing Assignment under a Service Contract with the terms and conditions set forth in Section 2 (Service Contract Terms Between Customer and Professional) or any other terms expressly agreed to by the Customer and the Professional through the Myprosource Marketplace ("Offer to Continue"). A Professional's continuation of work on any Ongoing Assignment on or after the Transition Date constitutes the Professional's acceptance of the Customer's Offer to Continue such Ongoing Assignment.

11.4 No Violation of Non-Solicitation Provisions. Under no circumstances shall participation in and interaction with other Users exclusively through the Myprosource Marketplace be viewed as a prohibited solicitation under the terms of any Previous Agreement. Without limiting the generality of Section 11.1, any non-solicitation and/or no-hire clauses under Previous Agreements are cancelled.

12. GENERAL.

12.1 No Employment. User acknowledges and agrees that this Agreement does not constitute an employment agreement or create or acknowledge an employment relationship (neither with Myprosource nor with any other User). The parties shall be independent contractors at all times and not partners, joint ventures or otherwise participants in a joint undertaking.

12.2 Limited Privacy. User acknowledges and understands that any Work Product and any other information (including the terms of this Agreement) that User provides or makes available on the Myprosource Marketplace as a Professional may be made available to Customers and others in accordance with Myprosource's Privacy Policy. User has no expectation of privacy related to Services or any other activities performed as a Professional in connection with this Agreement.

12.3 Compliance. User shall not violate any laws or third party rights on or related to the Myprosource Marketplace. Without limiting the generality of the foregoing, User agrees to comply with all applicable import and export control laws and third parties' Proprietary Rights.

12.4 Notices; Consent to Electronic Notice. You consent to the use of

(a) electronic means to complete this Agreement and to deliver any notices pursuant to this Agreement; and

(b) electronic records to store information related to this Agreement or your use of the Myprosource Marketplace. Notices hereunder shall be invalid unless made in writing and given

(a) by Myprosource via email (in each case to the address that you provide),

(b) a posting on the Myprosource Site or (c) by you via email to Myprosource. The date of receipt will be deemed the date on which such notice is transmitted.

12.5 Modifications.

(a) Myprosource reserves the right in its sole discretion to amend this Agreement without advance notice. Modifications to this Agreement or any Policies will be posted on the Site or made in compliance with any notice requirements set forth in this Agreement. Subject to Section 9, if any modification is not acceptable to you, your only recourse is to cease using the Myprosource Marketplace. By continuing to use the Myprosource Marketplace after Myprosource has posted any modifications on the Site or provided any required notices, you accept and agree to be bound by the modifications.

(b) Except only as permitted by Section

12.5(a), no modification or amendment to this Agreement shall be binding upon either party unless in a written instrument signed by a duly authorized representative of each party (and, for the purposes of this Section

12.5(b), a written instrument shall expressly exclude electronic communications such as email and electronic notices but shall include facsimiles).

12.6 Dates and Timelines. All references to days shall be to business days (Monday to Friday, EST, excluding bank holidays), except as expressly noted otherwise.

12.7 No Waiver. The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and shall in no way affect that party's right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative.

12.8 Assignability. User may not assign this Agreement, or any of its rights or obligations hereunder, without Myprosource's prior written consent in the form of a written instrument signed by a duly authorized representative of each party (and, for the purposes of this Section

12.8, a written instrument shall expressly exclude electronic communications such as email and electronic notices but shall include facsimiles). Myprosource may freely assign this Agreement without consent of User. For the purposes of this Agreement an assignment will be deemed a "Change of Control." Any attempted assignment or transfer in violation of this Section will be null and void. A "Change of Control" means

(a) the direct or indirect acquisition of either

(i) the majority of voting stock of such party or

(ii) all or substantially all of the assets of such party, by another entity in a single transaction or a series of transactions; or

(b) the merger of such party with another entity. Subject to the foregoing restrictions, this Agreement will inure to the benefit of the successors and permitted assigns of the parties.

12.9 No 3rd Party Beneficiary Rights. Except as specified in Sections 1 (The Myprosource Marketplace) and 2 (Service Contract Terms Between Customer and Professional), this Agreement shall:

(a) create rights and obligations only between Myprosource and each individual User that accepts this Agreement; and

(b) not create any rights for any other parties. For the avoidance of doubt, without any limitation, no user shall be entitled to enforce the terms of this Agreement as they apply between Myprosource and another user.

12.10 Severability. If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof shall be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability, and shall be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction shall not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.

12.11 Choice of Law. This Agreement and any dispute arising out of or relating to this Agreement ("Dispute") shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

12.12 Prevailing Language. The English language version of this Agreement shall be controlling in all respects and shall prevail in case of any inconsistencies with translated versions, if any.

13. DEFINITIONS. 13.1 "Assignment" means a particular project or set of ongoing tasks for which a Customer has requested Services to be performed by a Professional.

13.2 "Bill Rate" for an Assignment means, in respect of a Professional, the hourly rate specified for that Professional in the Myprosource Marketplace.

13.3 "Bill Rate Assignment" means an Assignment for which Customer is charged based on the Bill Rate.

13.4 "Customer" means any company or individual, including User, utilizing the Myprosource Marketplace to request Services to be performed by a Professional.

13.5 "Confidential Information" means Customer Deliverables, Work Product, and any other information provided to, or created by, a Professional for an Assignment, regardless of whether in tangible, electronic, verbal, graphic, visual or other form. Confidential Information does not include material or information that:

(a) is generally known by third parties as a result of no act or omission of Professional or Customer;

(b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information;

(c) was already known by Professional prior to receiving it from Customer and was not received from a third party in breach of that third party's obligations of confidentiality; or

(d) was independently developed by Professional without use of Confidential Information.

13.6 "Customer Deliverables" means instructions, requests and any other information or materials that a Professional receives from a Customer for a particular Assignment.

13.7 "Effective Date" means the date of acceptance of this Agreement.

13.8 "Fixed Price" means a fixed fee agreed between a Customer and a Professional, prior to the commencement of an Assignment, for the completion of all Services requested by Customer for such Assignment.

13.9 "Fixed Price Assignment" means an Assignment for which Customer is charged a Fixed Price.

13.10 "License Agreement" means the license agreement between User and Myprosource relating to use of the Myprosource Tools software.

13.11 "Myprosource Team" means the online platform accessed using the Myprosource Tools software and through which a Customer communicates with a Professional in relation to an Assignment once such Assignment has commenced.

13.12 "Myprosource Tools" means any software, information and other items provided by Myprosource.

13.13 "Payment Period" shall mean the four (4) or five (5) week period beginning on the Monday following the prior Payment Period and ending on the Sunday nearest to the last day of the relevant month.

13.14 "Proprietary Rights" means any and all rights, title, ownership and interest in and to copyrights, mask works, industrial designs, trademarks, service marks, trade names, trade secrets, patents, and any other rights to IP, recognized in any jurisdiction, whether or not perfected.

13.15 "Professional" means any company or individual, including User, utilizing the Myprosource Marketplace to offer services like cabinet installation, plumbing, flooring painting and other services as indicated on the website to the Customers and/or to enter into Service Contracts.

13.16 "Professional Fees" means: ((a) for a Bill Rate Assignment, an amount equal to the number of hours recorded by Professional multiplied by the Bill Rate; (b) for a Fixed Price Assignment, the Fixed Price; and (c) any bonuses paid or other payments made by a Customer for an Assignment.

13.17 "Transition Date" means the Monday following the end of the last Payment Period under any Previous Agreement between User and Myprosource or, if there is no such Previous Agreement, the Effective Date.

13.18 "Work Product" means any tangible or intangible results or deliverables that Professional agrees to create for, or actually delivers to, Customer as a result of performing the Services on a particular Assignment.