ACCEPTANCE OF TERMS

The following are the terms of use (“Terms”) that govern your use of The Good Contractors Club website (the “Site”). Our Privacy Policy and any other policies, rules or guidelines posted on our Site are also incorporated into these Terms. These Terms constitute a valid, binding and enforceable legal agreement between you and The Good Contractors Club. By visiting or using the Site, you expressly agree to these Terms, as may be updated from time to time.

We may make changes to these Terms at any time. Any changes we make will be effective immediately when we post a revised version of these Terms on the Site. The “Last Updated” date above will tell you when these Terms were last revised. By continuing to use this Site after that date, you agree to the changes.

PLEASE READ THESE TERMS OF USE CAREFULLY.  BY ACCESSING THE SITE, YOU AGREE TO BECOME BOUND BY THESE TERMS.  IF YOU DO NOT AGREE TO ALL OF THE TERMS, THEN YOU MAY NOT ACCESS AND USE THE SITE.

USE OF THE SITE

Subject to full compliance with these Terms, we grant authorized users a non-exclusive, non-transferable, non-sublicensable, terminable license to access and use the Site. You agree not to access, reproduce, duplicate, copy, sell, re-sell, modify, distribute, transmit, or otherwise exploit the Site for any purpose except for your use in connection with your business and as described in these Terms, without our express written consent. We may modify, update, suspend or discontinue part or all of the Site at our sole discretion for any reason, at any time and with or without notice. We will not be liable to any user or other third party for any such modification, update, suspension or discontinuation.

CODE OF CONDUCT

As a condition of your access and use of the Site and your submission or access to any information, data, text, photographs, audio clips, audiovisual works, or other materials on the Site (collectively, the “Content”), you agree not to use the Site for any purpose that is unlawful or prohibited by these Terms, or any other purpose not reasonably intended by us. By way of example, you agree not to:

• violate these Terms;
• use the Site in any manner that violates any relevant law or that infringes, misappropriates or violates any third party’s rights, including, but not limited to, transmitting any Content that may infringe, misappropriate or violate a third party’s rights of publicity, contractual rights, fiduciary rights or intellectual property rights;
• use the Site or its Content for any purposes not authorized by these Terms, including political or religious purposes, and including the submission or transmission of any Content that contains advertisements, promotional materials, junk mail, or any other form of solicitation;
• reproduce, duplicate, copy, modify, sell, re-sell or exploit any Content or the Site for any purpose unrelated to your business, without our express written consent, which consent we may withhold in our sole discretion;
• post irrelevant Content, repeatedly post the same or similar Content or otherwise impose an unreasonable or disproportionately large load on our infrastructure, interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site;
• harass, threaten, intimidate, impersonate, or attempt to impersonate, any other person, falsify your contact or other information, misrepresent a relationship with any person or entity, including misrepresenting a relationship with us;
• knowingly provide or submit false or misleading information;
• use the Site if you are under the age of eighteen (18);
• attempt to gain unauthorized access to the Site, other user accounts, or other computer systems or networks connected to the Site;
• use the Site in any way that could interfere with our rights or the rights of other users of the Site;
• attempt to gain unauthorized access to any portion or feature of the Site, or any other systems or networks connected to the Site or to any server used by us by hacking, password ‘mining’ or any other illegitimate or unauthorized means;
• sell, share, or otherwise transfer your account username, password, other information, or your rights or obligations under these Terms without our written approval;
• transmit or submit any transmission or other materials that are encrypted or that contains viruses, Trojan horses, worms, time bombs, spiders, cancelbots or other computer programming routines that are likely or intended to damage, interfere with, disrupt, impair, disable or otherwise overburden the Site;
• access, download, monitor, or copy any information contained on our Site through artificial means (including but not limited to use any ‘deep-link’, ‘scraper’, ‘robot’, ‘spider’ or other automatic device, program, algorithm or methodology, or any similar or equivalent automatic or manual process, or in any way reproduce or circumvent the navigational structure or presentation of the Site or any content, to obtain or attempt to obtain any Content, materials, documents or information through any means not purposely made available through the Site; or
• probe, scan or test the vulnerability of the Site or any network connected tothe Site, nor breach the security or authentication measures on or of the Site or anynetworkconnectedtothe
• You may not reverse look-up, trace or seek to trace any information on any other user of the Site, including any account not owned by you, to its source, or exploit the Site or any service or information made available or offered by or through the Site, in any way where the purpose is to reveal any information, including but not limited to personal identification or information other than your own information, except as expressly authorized by us and provided for by the

REGISTRATION INFORMATION

We will require that you create an account to use or access the Site and we will require that you provide login information such as a username and passwordtoaccessandutilizeyouraccount.

We have published standards that must be followed during the onboarding process and while using the Site. We may cancel your registration at any time or remove you from our system if you fail to meet these standards.

As a condition of your use of the Site, you agree to:

• provide us with true, accurate, current and complete information, when registering for or using the Site; and
• update and maintain the truthfulness, accuracy and completeness of such information.

You are responsible for maintaining the confidentiality of any password or other account information not generally available to others and are fully responsible for all activities that occur under your username and password.

We reserve the right to accept or reject any registration application in our sole discretion.

SUBMITTING CONTENT

As a condition of submitting any Content or other materials to the Site, you agree that:

• you grant us a royalty free, perpetual, irrevocable, worldwide, nonexclusive, transferable, and sublicensable license to use, reproduce, copy, adapt, modify, merge, distribute, publicly display, create derivative works from, and incorporate such Content into other works;
• you grant us all rights necessary to publish or refrain from publishing your name and address in connection with your Content; and acknowledge that this license cannot be terminated by you once your Content is submitted to the Site;
• your name and contact information may be made available to the public;
• you represent that you own or have secured all legal rights necessary for the Content you submit;
• you represent and warrant that each person identified, depicted, or shown in your Content, if any, (and if a minor, the parent or guardian of the minor) has provided consent to the use of the Content consistent with these

PUBLICATION OF CONTENT

We reserve the right to review and delete any Content that, in our sole judgment, violates the terms and conditions of these Terms. By using the Site, you agree that it is solely YOUR RESPONSIBILITY to evaluate your risks associated with the use, accuracy, usefulness, completeness or appropriateness of any Content that you submit. Under no circumstances will we be liable in any way for any Content, including, but not limited to, any Content that contains any errors, omissions, defamatory statements, or confidential or private information or for any loss or damage of any kind incurred as a result of the use of any Content you submit, access, transmit or otherwise convey via the Site. You waive the right to bring or assert any claim against us relating to Content and release us from any and all liability for or relating to any Content.

You agree that we have no responsibility or liability for the deletion or failure to store any Content or other materials maintained or transmitted by or through the Site. You agree that we have the right to change these general practices and limits at any time, in our sole discretion, with or without notice.

TERMINATION

We may terminate your privilege to use or access the Site immediately and without notice for any reason. Upon such termination, you must immediately cease accessing or using the Site and agree not to make use of or attempt to use the Site. You also acknowledge that we reserve the right to take action (technical, legal or otherwise) to block, nullify or deny your ability to access the Site. You understand that we may exercise this right in our sole discretion, and this right will be in addition to and not in substitution for any other rights and remedies available to us.

All provisions of these Terms which by their nature should survive termination will survive the termination of your access to the Site, including, without limitation, provisions regarding ownership, warranty disclaimers, indemnity, and limitations of liability.

OWNERSHIP

Aside from user-submitted Content, all other materials and other information on the Site, including, but not limited to, all text, graphics, logos, icons, images, audio and video clips, downloads, data compilations and software are our exclusive property and are protected by copyright laws.

NOTICES

You agree that we may communicate any notices to you under these Terms, through electronic mail, regular mail or posting notices on the Site.

WARRANTIES AND DISCLAIMERS

You acknowledge that we have no control over and no duty to take any action regarding:

• which consumers gain access to or use the Site;
• what, if any, leads you may receive;
• what results you may obtain from your use or a consumer’s use of the Site;
• what actions you may choose to takeasaresultofusingthe

You release us from all liability for your having acquired or not acquired results or information through the Site. We make no representations concerning any content contained in or accessed through the Site, and we will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site. We make no guarantee or warranty, express or implied, as to the reliability, accuracy, timeliness or completeness of that information and we assume no responsibility for any errors or omissions contained in the Site.

YOU ACCESS AND USE THE SITE AT YOUR OWN RISK. THE SITE IS PROVIDED ON AN ‘AS IS, AS AVAILABLE’ BASIS WITHOUT WARRANTY OF ANY KIND AND ANY AND ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT ARE SPECIFICALLY DISCLAIMED. THIS DISCLAIMER IS APPLICABLE TO ANY DAMAGE OR INJURY RESULTING FROM OUR NEGLIGENCE OR OMISSION, COMPUTER VIRUS OR OTHER SIMILAR ITEM, TELECOMMUNICATIONS ERRORS, OR UNAUTHORIZED ACCESS TO, OR USE OF USER INFORMATION THROUGH THEFT OR ANY OTHER MEANS. WE ARE NOT LIABLE FOR CRIMINAL, TORTUOUS, OR NEGLIGENT ACTIONS OR OMISSIONS OF THIRD PARTIES THAT AFFECT THE SITE. IN NO EVENT WILL WE OR ANY OF OUR DIRECTORS, OFFICERS, AGENTS, EMPLOYEES, OR ASSIGNS BE HELD LIABLE FOR ANY TORTUOUS OR ILLEGAL CONDUCT OF OTHER USERS. IN NO EVENT WILL WE OR ANY OF OUR AGENTS, EMPLOYEES OR ASSIGNS BE HELD LIABLE FOR ANY DAMAGE TO YOUR EQUIPMENT, HARDWARE OR OTHER PROPERTY OR PERSONAL INJURY THAT ARISES IN CONNECTION WITH YOUR USE OF THE SITE.

ANY MATERIAL ACCESSED, DOWNLOADED, OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE TERMS, WE DO NOT REPRESENT OR WARRANT THAT (I) THE SITE WILL MEET YOUR REQUIREMENTS, (II) THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT YOU MAY OBTAIN FROM THE USE OF THE SITE WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY OF ANY LEADS OBTAINED BY YOU THROUGH THE SITE WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. YOU AGREE THAT FROM TIME TO TIME WE MAY REMOVE THE SERVICE FOR INDEFINITE PERIODS OF TIME, OR CANCEL THE SERVICE AT ANY TIME, WITHOUT NOTICE TO YOU. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION OF IMPLIED WARRANTIES MAY NOT APPLY TO YOU. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

WE WILL USE REASONABLE EFFORTS TO PROTECT INFORMATION SUBMITTED BY YOU IN CONNECTION WITH THE SERVICES, BUT YOU ACKNOWLEDGE AND AGREE THAT YOUR SUBMISSION OF SUCH INFORMATION IS AT YOUR SOLE RISK, AND WE DISCLAIM ANY AND ALL LIABILITY TO YOU FOR ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.

INDEMNIFICATION

You agree to indemnify, defend and hold harmless us, our officers, managers, owners, employees, agents, successors, assigns, service providers and suppliers from and against all losses, liabilities, expenses, damages, claims, demands and costs, including reasonable attorneys’ fees and court costs due to or arising from: (a) any violation of these Terms by you; (b) the inaccurate or untruthful Content or other information provided by you to us; or (c) any intentional or willful violation of any rights of another or harm you may have caused to another.

LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COMPENSATORY, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF WE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) (COLLECTIVELY, “DAMAGES”), RESULTING FROM: (A) THE USE OR INABILITY TO USE THE SITE; (B) DISCLOSURE OF, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR INFORMATION OR CONTENT; (C) CONTENT YOU SUBMIT, RECEIVE, ACCESS, TRANSMIT OR OTHERWISE CONVEY THROUGH THE SERVICE; OR (D) ANY BREACH OF THIS AGREEMENT BY US OR OUR FAILURE TO PROVIDE OR MAINTAIN THE SITE. THESE LIMITATIONS WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. In some jurisdictions, limitations of liability are not permitted. In such jurisdictions, some of the foregoing limitations may not apply to You.

TO THE EXTENT WE ARE FOUND LIABLE FOR ANYTHING RELATED TO THESE TERMS OR THE USE OF THE SITE, OUR LIABILITY FOR DAMAGES WILL NOT EXCEED THE EQUIVALENT OF $200.00.

PAYMENT

You agree to promptly pay the fees we charge you.  If you do not pay your fees within 15 days, we will charge you the lesser of 2.5% monthly interest or the maximum amount allowable by law calculated from the due date up to the date of payment.

You expressly acknowledge and agree that we contract with a third party to process your payment of fees to us.  You understand and agree that neither the third party nor any other party involved in this payment processing for us will be liable for any damages as a result of our failure or the third party’s failure to provide these services.

ENTIRE AGREEMENT

These Terms and other agreements, rules, and policies incorporated by reference to these Terms including, without limitation, our Privacy Policy, constitute the entire agreement between you and us. It supersedes any prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between you and us regarding the subject matter contained in these Terms.

ARBITRATION

We both agree to give the other party prompt written notice of any claim, controversy, or dispute arising under or related to these Terms, and we both agree to engage in good faith discussions to resolve the matter. If those discussions fail to resolve the matter promptly, either party may request the other to participate in mediation before a mutually agreed mediator. All negotiations during this process are confidential and will be treated as compromise and settlement negotiations for purposes of evidentiary rules. Any controversy, claim, or dispute that is not resolved through the procedures set forth above within 60 days (or such longer period as the parties may agree) will be resolved by arbitration before a sole arbitrator who is an attorney, under the then-current Commercial Arbitration Rules of the American Arbitration Association. The decision and award of the arbitrator will be final and binding, and the award rendered may be entered in any court having jurisdiction. The arbitration will be held in the metropolitan Kansas City, Missouri area (or any other place agreed upon at the time by the parties). Each of us will pay our own attorneys’ fees. A party may at any time seek an injunction or other equitable relief in aid of arbitration. The arbitrator will not have authority to award punitive damages or other damages inconsistent with the limitations and exclusions set forth in this Agreement. If there is a conflict between the provisions of this Agreement and the rules of the American Arbitration Association, the provisions of this Agreement will govern. To the fullest extent permitted by applicable law, you agree to bring any dispute in arbitration on an individual basis only, and not as a class or collective action. The interpretation, applicability, enforceability or formation of this class action waiver may only be determined by a court and not an arbitrator.

GOVERNING LAW

This Agreement is governed by the internal laws of the State of Wyoming, without regard to its conflicts of law principles, and all claims relating to or arising out of this Agreement, including any breach, whether sounding in contract, tort or otherwise, will likewise be governed by the laws of the State of Wyoming, excluding its conflicts of law principles.

MISCELLANEOUS

All of our remedies are cumulative and not exclusive. Our failure to exercise any remedy or enforce any portion of the Terms will not operate as a waiver of any remedy or of the right to enforce any portion of these Terms at any later time.

If any provision of the Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms will otherwise remain in full force and effect and enforceable.

These Terms are not assignable, transferable or sublicensable by you except with our prior written consent. We may transfer, assign or delegate these Terms and our rights and obligations without consent.

You are responsible for compliance with all applicable regulations and laws.

No joint venture, partnership, employment or agency relationship exists between you and us as a result of these Terms or use of the Site.