Contractor Participation Agreement This Agreement (the “Agreement”) is hereby entered into between RemodelingBIDs.com (hereinafter “Company”) and _____________________ (hereinafter “Contractor” or “You”) located at ____________________________ on this 11 of 3, 2010. The Parties hereby agree as follows: I. Company’s Services A. Lead Generation Company, through its wholly owned website “RemodelingBIDs.com” (the “Website”), shall provide Contractor with the opportunity to purchase leads containing bid requests (the “Leads”) from homeowners and others seeking construction services (“Clients”). Company will notify You by e-mail and through your account whenever we receive a request for bids on a project that meet the criteria selected by You at registration (or as altered by You thereafter). You may also search for existing Leads through the Website. Leads shall be priced according to the schedule included on the Website and may be purchased as available. Company may set and change its lead prices at any time at its sole and exclusive discretion. Company shall make reasonable efforts to verify all Leads prior to releasing them for purchase, but does not guarantee or otherwise warranty the accuracy of any Lead. In the event that You purchase a lead that turns out to be materially inaccurate or fraudulent, you may, as your sole remedy request a refund through the Website. The granting of any refund shall be at Company’s discretion according to our posted Refund Policy. Company shall never be liable to you for an amount greater than the actual cost of the disputed Lead. B. Additional Marketing Opportunities From time to time, Company may offer You opportunities to promote your services directly to Clients, such as banner and button advertising and Client communication programs. Participation in such programs shall be at your discretion. II. Contractor Duties and Responsibilities A. Registration Contractor may utilize RemodelingBIDs.com’s services by (1) completing Company’s online application form, (2) paying Company’s non-refundable registration fee, (3) executing this agreement, and (4) submitting to a required investigation to be conducted by a third-party investigation service selected by Company. Company may deny Contractor’s application for failure to complete any step in this registration process and/or on the basis of any information received by Company at any time regarding Contractor that Company determines may diminish or otherwise harm the reputation of Company. In addition, Contractor must hold and maintain all required licenses and general liability insurance in the amount required under state laws, rules, and regulations or as otherwise customarily held in the locality in which Contractor operates. You hereby grant Company full and complete permission to receive, review, and keep on file any and all information contained in any required investigative report, such investigation to be conducted upon submission of application and no less than every 12 months thereafter at your cost. Company shall not be held liable for any inaccurate information received from the investigation service. In the event that Company denies Contractor’s application due to any information received from investigator, Contractor may appeal such decision within ten (10) days of receiving denial notification by submitting to Company in writing evidence proving the inaccuracy of such disqualifying information. Company shall review such information and may reinstate your application or ongoing participation at its sole and exclusive discretion. B. Contractor Account and Profile 1. Upon acceptance of your registration, You shall receive an account that enables use of the Website, which can be accessed by using your unique Username and Password. You shall not permit any other person or entity to use your account, excepting any employee directly under your supervision who acts on your behalf. Intentional granting by You of access to your account to any third party shall be grounds for immediate cancellation of this Agreement and shall subject you to liquidated damages in the amount of $2,500 per violation. 2. Company shall provide You with a profile on the Website in substantially the same form as all other contractors included on the site, such format subject to change at any time by Company with or without notification to You. Your profile shall be viewable by Company, its employees, agents, and affiliates, and any Client whose Lead has been purchased by You. We may alter, suspend, discontinue, or add to any aspect of the service at any time without notice or liability. We may also make your profile available to the general public at any time for marketing purposes. You shall be solely responsible for all information included in your profile, including, but not limited to contact and licensing information, specialties, photos, and videos. All information contained in Contractor’s profile must be accurately maintained by You. We reserve the right to suspend your account at any time without notification for failure to accurately update the information contained in your profile. 3. Company will not post or otherwise publish any information, data, or images provided by You that are (a) incorrect or inaccurate, whether intentionally so or not, (b) determined, at our sole and complete discretion, to be offensive or obscene, (c) misleading as to the contractor’s skills, abilities, or prior experience, (d) illegible, and/or (e) in contravention of any local, state, or federal laws, rules, or regulations. Company may also refuse to post or remove any information, data, or images provided by You that company determines may diminish the reputation or appearance of the Website, such determination to be at Company’s sole and exclusive discretion with no right of appeal. C. No Transfer of Leads Leads may be purchased for the sole use of Contractor. Contractor shall not resell, share, or otherwise transfer any Lead or information contained therein to any third party. Any such transfer of Leads shall be grounds for the immediate cancellation of Contractor’s account.. Contractor further agrees to liquidated damages of $2,500 per lead sold in contravention of this paragraph. D. Moral Obligations As a RemodelingBIDs.com account holder, You shall abide by moral and ethical business practices in all of your dealings WITH ALL CLIENTS AND POTENTIAL CLIENTS in both business and personal matters. Any determination of any arbitrator or court that You have violated legal, moral, or ethical norms in your relationship with any client shall subject you to the immediate suspension or cancellation of your account and to a penalty of $2,500 to be paid to Company within 30 days of such determination. III. Term of Agreement The Term of this agreement shall run for one (1) year from the date on which Contractor’s account becomes active and shall renew for successive one (1) year periods upon payment by Contractor of any renewal fee, submission to a new investigation, and re-approval of Contractor by company, at company’s sole and exclusive discretion. IV. Customer Comments and Ratings Customers may provide comments, rate your services, and add photographs of your work to the Website. You hereby give Company the right to share these comments, ratings, and photographs with any Client whose Lead you have purchased. Company bears no responsibility for such comments, ratings, or photographs and you agree not to hold Company liable for anything contained therein. If You believe that any comment or photograph is inaccurate, You may submit a request for removal by mail or e-mail. Such request must include a description of the error and evidence thereof. Removal of any offending comment or materials shall be at the discretion of Company. You hereby agree the You will not file a defamation suit against any Client. V. Payment Terms A. Application Fee Contractor shall pay the posted Application Fee through the Website. The Application Fee shall include all fees associated with the required Contractor Investigation. Company may change the Application Fee at any time at its sole and exclusive discretion. B. Renewal Fees Contractor shall pay the posted Renewal Fee through the Website. The Renewal Fee shall include all fees associated with the Contractor Investigation required for renewal. Company may change the Renewal Fee at any time at its sole and exclusive discretion. C. Purchase of Leads Contractor may purchase Leads through the Website at the posted rate for each Lead. Company may change the cost of leads at any time at its sole and exclusive discretion. D. Payment Account Company shall provide Contractor with a Payment Account. All purchase of Leads and other payments shall be made through such Payment Account. Company does not currently require Contractor to maintain any minimum balance in its Payment Account. Company may, however, institute a minimum balance requirement at any time at its sole and exclusive discretion. You may add funds to your Payment Account through the Website by electronic transfer from a local bank or by credit card. Company currently accepts Visa, Mastercard, Discover, and American Express. In the event that Company is not able to collect for any reason, You shall be charged a collection fee of $29.00. VI. Disputes Between Contractor and Clients At Clients request, Contractor hereby agrees to submit to binding arbitration through the Better Business Bureau (“BBB”), or American Arbitration Association arbitration process if no BBB arbitration service is available, all disputes involving the quality or workmanship of the materials and/or services provided by Contractor to any Client secured through a purchased Lead. This agreement shall not, however, preclude Contractor from placing a mechanic’s lien on Client property or from bringing a civil action to collect unpaid monies. VII. Cancellation of Agreement Company may cancel your account at any time for any reason. You may cancel your account at any time by e-mail request or through the Website cancellation process. Company shall return any monies held in your Payment Account within 90 days after cancellation unless your account has been cancelled by Company for a violation of any material term of this agreement. If Company cancels your account for violation of any material term of this agreement, Company may keep all monies held in your Payment Account as liquidated damages. VIII. Warranties and Indemnification A. Warranties You hereby warrant that: (1) You have entered into this agreement freely and that there is nothing preventing You from legally complying herewith; (2) All information entered by You during this registration process, including information entered on the investigation permission form attached hereto, is accurate to the best of your knowledge; and (3) You are currently in compliance and will remain in compliance with all federal, state, and local laws, regulations, and rules related to your business, including but not limited to licensing, bonding, and insurance requirements. B. Indemnification Contractor hereby agrees to indemnify Company for all damages, costs, and reasonable attorneys fees arising from any and all disputes between Contractor and Clients, including but not limited to any disputes resulting from a violation of Warranties made in Paragraph VIII hereof or of federal, state, or local laws, rules, and regulations. In the event Company is made a party to such lawsuit or is sued directly by a Client as a result of any dispute between Contractor and Client, Contractor agrees to pay all attorneys fees and court costs related to Company’s defense. IX. Right of Publicity You hereby grant Company the unlimited, perpetual right to use any copy, comment, image, or other information posted by you on the Website in any advertising or marketing materials created by Company for internal or external use. Contractor further grants Company the limited right to use Contractor’s trade name, trademarks, trade secrets, and copyrights (collectively “Contractor’s Intellectual Property” for the purpose of fulfilling Company’s obligations under this agreement. Contractor agrees to hold Company harmless in the event Contractor’s Intellectual Property is pirated or otherwise misappropriated by third-parties. X. No Warranties We provide the service "as-is," "with all faults" and "as available." Although we make every effort to verify all Leads before their dissemination to you, we do not guarantee the accuracy or timeliness of information available from the service. We and our affiliates, resellers, distributors and vendors give no express warranties, guarantees or conditions. You may have additional rights under your local laws that this contract cannot change. We exclude any implied warranties including those of merchantability, fitness for a particular purpose, workmanlike effort and noninfringement. XI. Limitation of Liability UNDER NO CIRCUMSTANCES SHALL THE COMPANY, ADVERTISERS AND/OR ITS LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM, OR ARISE OUT OF THE USE OF, OR INABILITY TO USE, THIS SITE, THE INFORMATION CONTAINED ON OR RECEIVED THROUGH USE OF THIS SITE, OR ANY SERVICES OR PRODUCTS RECEIVED THROUGH THIS SITE. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF THE COMPANY, ADVERTISERS AND/OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE COMPANY, ADVERTISERS AND/OR ITS RESPECTIVE LICENSORS' LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW OF YOUR JURISDICTION. XII. Privacy As contained and expanded upon in our privacy statement, any information provided by you to Company for inclusion on the Website shall not be resold or otherwise transferred by Company to any third party without your express permission, except that company may transfer your information for the purposes of fulfilling its responsibilities under this Agreement. XIII. Choice of Laws Any action related to this Agreement will be governed by California law and controlling U.S. Federal law. No choice of law rules of any jurisdiction will apply. Any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or Company’s services shall be subject to the exclusive jurisdiction of the state and federal courts located in Los Angeles, California and to arbitration as stated herein. At the request of Company, any controversy or claim related to this Agreement ("Claim") may be resolved by arbitration. Any such arbitration shall be conducted under the rules and procedures of the American Arbitration Association. XIV. General Provisions These Terms represent the entire understanding of the parties relating to the use of the Website and Company’s services and prevail over any prior or contemporaneous, conflicting or additional communications. Company has the right to revise these Terms at any time provided Company notifies You in writing by e-mail, fax, or U.S. mail of any such changes or modifications within a reasonable period following the implementation of such changes or amendments. Any rights not expressly granted herein are reserved by Company.