GOLDLATCH LLC TERMS OF USE AGREEEMENT

Read this Terms of Use Agreement Before Accessing Website.

Effective Date: This Terms of Use Agreement was last updated on December 5, 2006.

1. GENERAL

This Terms of Use Agreement sets forth the standards of use of the GoldLatch, LLC Online Service and GoldLatch.com (hereinafter “GoldLatch”). By using the GoldLatch website you (Pros, Patrons and /or any other user) agree to these terms and conditions. If you do not agree to the terms and conditions of this agreement, you should immediately cease all usage of this website. We reserve the right, at any time, to modify, alter, or update the terms and conditions of this agreement without prior notice. Modifications shall become effective immediately upon being posted at the GoldLatch website. Your continued use of the service after amendments are posted constitutes an acknowledgement and acceptance of the agreement and its modifications. Except as provided herein, this agreement may not be amended. Should you object to any term or condition of this agreement, any subsequent modifications thereto, or become dissatisfied with GoldLatch in any way, your only recourse is to immediately discontinue use of GoldLatch.

2. ELIGIBILITY

Our services are available only to individuals who can form legally binding contracts. Without limiting the foregoing, our services are not available to people under the age of eighteen (18) or to anyone who may not legally work within the jurisdiction of the United States. Any misstatements and/or misrepresentations of any users of this site are not the responsibility of GoldLatch. GoldLatch does hereby disclaim any liability whatsoever for any misstatements and/or misrepresentations made by any users of this site. Misstatements and/or misrepresentations are grounds for immediate termination from GoldLatch.

3. RELEASE

Because we are not involved in the actual contact between users, in the event that you have a dispute with one or more users, you release GoldLatch (and our offices, directors, agents, investors, subsidiaries, employees, and the like) from claims, demands or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

4. YOUR INFORMATION

"Your Information" is defined as any information you provide to us or others through e-mail or through traditional mail. You are solely responsible for your Information, and we act as a passive conduit for your online distribution and publication of Your Information. You represent and warrant that your Information (a) shall not be false, inaccurate or misleading; (b) shall not be fraudulent or involve the sale of counterfeit or stolen items; (c) shall not infringe any third party's copyright, patent, trademark, trade secret or other proprietary right or rights of publicity or privacy; (d) shall not violate any law, statute, ordinance, or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising); (e) shall not be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (f) shall not be obscene or contain pornography; (g) shall not contain any viruses, Trojan Horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; or (h) shall not create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other partners or suppliers. For the purpose of enabling GoldLatch to use the information you supply us for GoldLatch’s legitimate business purposes, you agree to grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) right to exercise the copyright and publicity rights you have in your Information in any media now known or not currently known with respect to your Information. GoldLatch will only use your Information in accordance with our Privacy Policy.

5. DESCRIPTION OF SERVICE

GoldLatch is providing you with access and the ability to voluntarily submit information to its proprietary database in exchange for consideration. You must provide (1) all equipment necessary for your own Internet connection, including computer and modem and (2) provide for your access to the Internet, and (3) pay any fees related with such connection.

6. DISCLAIMER OF WARRANTIES.

The site is provided on an “as is” and on an “as available” basis. To the fullest extent permitted by applicable law, GoldLatch makes no representations or warranties of any kind, express or implied, regarding the use or the results of this web site in terms of its correctness, accuracy, reliability, availability, or otherwise. GoldLatch shall have no liability for any interruptions in the use of this Website. GoldLatch disclaims all warranties, including but not limited to the warranties of merchantability, fitness for a particular purpose, and non-infringement. Some jurisdictions do not allow the exclusion of implied warranties, in which case the above-referenced exclusion may be inapplicable.

7. LIMITATION OF LIABILITY

GoldLatch shall not be liable for any damages whatsoever, and in particular GoldLatch shall not be liable for any special, indirect, consequential, or incidental damages, or damages for lost profits, loss of revenue, or loss of use, arising out of or related to this web site or the information contained in it, whether such damages arise in contract, negligence, tort, under statute, in equity, at law, or otherwise, even if GoldLatch has been advised of the possibility of such damages. SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, IN WHICH CASE SOME OF THE ABOVE LIMITATIONS MAY BE INAPPLICABLE.

8. LIABILITY OF USERS’ ACTIONS

You will not hold GoldLatch responsible for other users' actions or inactions. We are a source for people to list services that they offer and that are included in our categories. We are not involved in the actual transaction between Pros and Patrons. We have no control over and do not guarantee the quality, safety or legality of services advertised, the truth or accuracy of listings, the ability of Pros to offer services, the ability of Patrons to pay for the services, or that a Pro or Patron will actually complete a transaction. Regardless of the previous paragraph, if we are found to be liable, our liability to you or to any third party is limited to the greater of (a) the total fees you paid to us in the 12 months prior to the action giving rise to the liability, and (b) $100. Users acknowledge, understand, and expressly agree that GoldLatch does not have control over the quality, timing, legality or any other aspect whatsoever of the services actually delivered by the Pros, nor of the integrity, responsibility or any of the actions whatsoever of the Patrons. All users including both Pros and Patrons agree not to hold GoldLatch (or GoldLatch’s agents, assigns, representatives, advertisers, employees, and the like) liable for any instruction, advice or services delivered which originated through the site, and GoldLatch expressly disclaims any liability whatsoever for any damage, suits, claims, and/or controversies that have arisen or may arise from the use of GoldLatch.

9. INTERACTIONS RELATED TO CONTACTS MADE THROUGH GOLDLATCH

Your interactions with organizations and/or individuals found on or through GoldLatch, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel is necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that GoldLatch shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. If there is a dispute between participants on this site, or between users and any third party, you understand and agree that GoldLatch is under no obligation to become involved. In the event that you have a dispute with one or more other users, you hereby release GoldLatch, its officers, employees, agents, successors in rights, and the like, from claims, demands and damages (actual and consequential) of every kind or nature arising out of or in any way related to such disputes and / or our service.

10. CONTENT

You acknowledge that GoldLatch does not pre-screen or approve content, but that GoldLatch has the right (but not the obligation) in its sole discretion to refuse, delete or move any content for violating the letter or spirit of the Terms of Use, or for any other reason, or for no reason.

11. INDEMNIFICATION

You agree to indemnify and hold GoldLatch, its parents, assigns, subsidiaries, affiliates, officers, directors, employees, agents, and the like harmless from any claim or demand, including reasonable attorneys’ fees and costs, made by any third party due to or arising out of your use of the Service, the violation of this Agreement, or infringement by you, or other user of the Service using your computer, of any intellectual property or any other right of any person or entity.

12. MODIFICATIONS AND INTERRUPTION TO SERVICE

GoldLatch reserves the right to modify or discontinue the Service with or without notice to you. GoldLatch shall not be liable to you or any third party should GoldLatch exercise its right to modify or discontinue the Service. You acknowledge and accept that GoldLatch does not guarantee continuous, uninterrupted or secure access to our website and operation of our website may be interfered with or adversely affected by numerous factors or circumstances outside of our control.

13. THIRD-PARTY SITES

Our website may include links to other sites on the Internet that are owned and operated by online merchants and other third parties. You acknowledge that we are not responsible for the availability of, or the content located on or through, any third-party site. You should contact the site administrator or webmaster for those third-party sites if you have any concerns regarding such links or the content located on such sites. Your use of those third-party sites is subject to the terms of use and privacy policies of each site, and we are not responsible therein. We encourage you to review said privacy policies of third-parties’ sites.

14. DISCLAIMER REGARDING ACCURACY OF VENDOR INFORMATION

Product specifications and other information have either been provided by the Vendors or collected from publicly available sources. While GoldLatch makes every effort to ensure that the information on this website is accurate, we can make no representations or warranties as to the accuracy or reliability of any information provided on this website.

GoldLatch makes no warranties or representations whatsoever with regard to any product provided or offered by any Vendor, and you acknowledge that any reliance on representations and warranties provided by any Vendor shall be at your own risk.

15. GOVERNING JURISDICTION OF THE COURTS NEW HAMPSHIRE

Our website is operated and provided in the State of New Hampshire. As such, we are subject to the laws of the State of New Hampshire, and such laws will govern this Terms of Use Agreement, without giving effect to any choice of law rules. We make no representation that our website or other services are appropriate, legal or available for use in other locations. Accordingly, if you choose to access our site you agree to do so subject to the internal laws of the State of New Hampshire.

16. COMPLIANCE WITH LAWS.

You assume all knowledge of applicable law and are responsible for compliance with any such laws. You may not use the service in any way that violates applicable state, federal, or international laws, regulations or other government requirements. You further agree not to transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national, or international law or regulation.

17. COPYRIGHT, TRADEMARK AND PATENT INFORMATION

All content included or available on this site, including site design, text, graphics, interfaces, and the selection and arrangements thereof is ©2006 GoldLatch.com, with all rights reserved, or is the property of GoldLatch, LLC and/or third parties protected by intellectual property rights. Any use of materials on the website, including reproduction for purposes other than those noted above, modification, distribution, or replication, any form of data extraction or data mining, or other commercial exploitation of any kind, without prior written permission of an authorized officer of GoldLatch is strictly prohibited. You agree that you will not use any robot, spider, or other automatic device, or manual process to monitor or copy our web pages or the content contained therein without prior written permission of an authorized officer of GoldLatch, LLC.

GoldLatch™ and GoldLatch.com™ are proprietary marks of GoldLatch. GoldLatch’s trademarks may not be used in connection with any product or service that is not provided by GoldLatch, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits GoldLatch.

All other trademarks displayed on GoldLatch’s website are the trademarks of their respective owners, and constitute neither an endorsement nor a recommendation of those vendors. In addition, such use of trademarks or links to the web sites of vendors is not intended to imply, directly or indirectly, that those vendors endorse or have any affiliation with GoldLatch.

The GoldLatch software and/or method of doing business are protected by one or more patents or patent applications.

18. BOTNETS

GoldLatch retains the right, at our sole discretion, to terminate any accounts involved with botnets and related activities. If any hostnames are used as command and control points for botnets, GoldLatch reserves the right to direct the involved hostnames to a honeypot, loopback address, logging facility, or any other destination at our discretion.

19. OTHER TERMS

If any provision of this Terms of Use Agreement shall be unlawful, void or unenforceable for any reason, the other provisions (and any partially-enforceable provision) shall not be affected thereby and shall remain valid and enforceable to the maximum possible extent. You agree that this Terms of Use Agreement and any other agreements referenced herein may be assigned by GoldLatch, in our sole discretion, to a third party in the event of a merger or acquisition. This Terms of Use Agreement shall apply in addition to, and shall not be superseded by, any other written agreement between us in relation to your participation. You agree that by accepting this Terms of Use Agreement, you are consenting to the use and disclosure of your personally identifiable information and other practices described in our Privacy Policy Statement.