Terms and Conditions

WELCOME TO PROCURESAFE.COM. PROCURESAFE IS AFFILIATED WITH NET PROFIT GROUP, LLC; PROCURESAFE AND ITS AFFILIATED ENTITIES ARE COLLECTIVELY REFERRED TO HEREIN AS ("PROCURESAFE"). PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY WHEN YOU (HEREAFTER, "YOU" OR "YOUR") ARE SUBSCRIBING TO OR ACCESSING THE SERVICES AND/OR SOFTWARE FROM PROCURESAFE. THESE TERMS AND CONDITIONS ("TERMS") GOVERN THE USE AND LICENSING BY PROCURESAFE OF THE PROCURESAFE SERVICE(S) AND RELATED SERVICES ("THE SERVICE") AND ALL RELATED SOFTWARE (THE "SOFTWARE" AND TOGETHER WITH THE SERVICE, THE "PRODUCTS"). BY YOU COMPLETING ANY ELECTRONIC ACCEPTANCE PROCESS, CLICKING THE "SUBMIT" OR "ACCEPT" BUTTONS, USING ANY OF THE PRODUCTS AND SERVICES OR OTHERWISE INDICATING YOUR ACCEPTANCE OF THESE TERMS, YOU REPRESENT AND WARRANT THAT YOU: (I) ARE AUTHORIZED TO SIGN FOR AND BIND YOURSELF AND ANY OTHER PARTY ON WHOSE BEHALF YOU USE THE SERVICE AND/OR SOFTWARE (THE "OTHER AUTHORIZED USERS") AND (II) AGREE FOR YOURSELF AND THE OTHER AUTHORIZED USER(S) TO BE BOUND BY ALL OF THESE TERMS (INCLUDING THE DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY SECTIONS SET FORTH BELOW) TO THE EXCLUSION OF ANY OTHER RIGHTS AND OBLIGATIONS, SUCH AS ANY RIGHTS, OBLIGATIONS OR OTHER TERMS LISTED ON A PURCHASER ORDER OR THE LIKE YOU OR THE OTHER AUTHORIZED USER(S) MAY PROVIDE PROCURESAFE AND YOU AGREE THAT ANY SUCH RIGHTS, OBLIGATIONS OR OTHER TERMS LISTED ON SUCH PURCHASE ORDER OR THE LIKE ARE HEREBY NULL AND VOID.

1. Registration
To use the Products, You and/or the Other Authorized User(s) may be required to complete and submit a registration form ("Registration Form"). As part of this registration process for, You and the Other Authorized User(s) agree to: (i) provide certain limited information about Yourself (or the company that employs you) and the Other Authorized User(s) as prompted to do so by and during the registration process or thereafter by the Products (such information to be current, complete and accurate) and (ii) maintain and update this information as required to keep it current, complete and accurate. The information requested at the time of the original signup shall be referred to as registration data ("Registration Data"). You may not register for any Service if You are under 18 years of age. By registering, You and the Other Authorized User(s) represent to PROCURESAFE that You (Collectively) are 18 years of age or older. If PROCURESAFE discovers that any of Your Registration Data is in any way inaccurate, incomplete or is not current, or if PROCURESAFE determines, in its sole discretion, that You or the Other Authorized User(s) are not an appropriate subscriber or user of the Products, PROCURESAFE may terminate all rights to access, receive, use and license the Products, Service and Software immediately upon notice.

Your, and the Other Authorized User's, assent to these Terms constitutes your express understanding and agreement that when personal data is provided to PROCURESAFE, such data will be processed in the United States. Any personal data collected from or about users or licensees in connection with the Service or Products, through the PROCURESAFE website, or otherwise under these Terms, will be maintained and processed in the United States by PROCURESAFE or a party acting on its behalf, as PROCURESAFE's Services, Products and website are provided via equipment and other resources located in the United States. PROCURESAFE's Privacy Policy describes how personally identifiable information may be collected, used and disclosed.

2. Conduct
You and the Other Authorized User(s) are solely responsible for the content of Your computer(s) and Your PROCURESAFE account and any transmissions when using the Products. PROCURESAFE does, however, reserve the right to take any action with respect to the same that PROCURESAFE in its sole discretion deems necessary or appropriate. The use of the Products by You and the Other Authorized User(s) is subject to the end user license terms set forth herein and all applicable laws, rules and regulations, including local, state, national and international laws, rules and regulations (including without limitation those governing account collection, export control, consumer protection, unfair competition, anti-discrimination or false advertising). You and the Other Authorized User(s) agree: (i) to comply with all applicable laws, rules and regulations, including local, state, national and international laws, rules and regulations (including without limitation those governing account collection, export control, consumer protection, unfair competition, anti-discrimination or false advertising); (ii) not to post, distribute, or otherwise make available or transmit any software or other computer files that contain a Trojan horse, worm, virus, or any other harmful or destructive component; (iii) not to use the Products for any illegal purposes; (iv) not to delete from the Products, Software, documentation or any web site and web site content used in connection with the Products, any legal notices, disclaimers, or proprietary notices such as copyright or trademark notices, or modify any logos that You or the Other Authorized User(s) do not own or have express permission to modify; (v) not to interfere or disrupt networks connected to the Service; (vi) not to use the Products to infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; and (vii) not to transmit any unlawful, harassing, libelous, defamatory, racist, indecent, abusive, violent, threatening, intimidating, harmful, vulgar, obscene, offensive or otherwise objectionable material of any kind or nature. You and the Other Authorized User(s) will not attempt to gain unauthorized access to other computer systems or interfere with another user's use and enjoyment of the Products. The Other Authorized User(s) agrees it is responsible for all actions and inactions of its actions.

3. Modifications PROCURESAFE may amend these Terms at any time by (i) posting a revised Terms document on or accessible through https://secure.ProcureSafe.com or any other PROCURESAFE website or (ii) sending information regarding the Terms amendment to the email address You may be required to provide to PROCURESAFE. You and the Other Authorized User(s) are responsible for regularly reviewing the https://secure.ProcureSafe.com site to obtain timely notice of such amendments. You and the Other Authorized User(s) manifest intent to accept these amended terms if You or the Other Authorized User(s) continues to use any of the Products after such amended terms have been posted or sent to You or the Other Authorized User(s). If You or the Other Authorized User(s) do not agree with any such amended terms You shall notify PROCURESAFE during the 30 day period after such amended terms have been posted and at the end of such 30 day period these Terms shall be deemed terminated unless PROCURESAFE agrees to waive such amended terms to which You object. Otherwise, these Terms may not be amended except in writing signed by both parties. Further, PROCURESAFE reserves the right to modify or discontinue any Product for any reason or no reason with or without notice to You or the Other Authorized User(s). PROCURESAFE shall not be liable to You or the Other Authorized User(s) or any third party should PROCURESAFE exercise its right to revise these Terms or modify or discontinue a Product.

4. Passwords and Security
4.1 You and the Other Authorized User(s) agree to carefully safeguard all of Your passwords. You and the Other Authorized User(s) are solely responsible if You or the Other Authorized User(s) do not maintain the confidentiality of Your passwords and account information. Furthermore, You and the Other Authorized User(s) are solely responsible for any and all activity that occurs under Your account. You and the Other Authorized User(s) agree immediately to notify PROCURESAFE of any unauthorized use of Your account or any other breach of security known to You or the Other Authorized User(s), including if You or the Other Authorized User(s) believe that Your password or account information has been stolen or otherwise compromised. Access to, and use of, password-protected and/or secure aspects of the Service is restricted to authorized users only. Unauthorized individuals attempting to use the Service may be subject to prosecution.

4.2 PROCURESAFE is not liable for any loss incurred by You or the Other Authorized User(s), resulting from another's use of Your password, account, or public / private key, as may be applicable, either with or without Your knowledge. However, You and the Other Authorized User(s) may be held liable for losses incurred by PROCURESAFE or another party due to another's use of Your password, account, or public / private key, as may be applicable, either with or without Your knowledge. You and the Other Authorized User(s) shall not access or use someone else's account at any time, without the permission of the account holder.

4.3 PROCURESAFE does not send emails asking for a user's username and password or its Windows username and password or any other username or password. To keep the Products secure, You and the Other Authorized User(s) should keep all usernames and passwords confidential.

5. End User License Agreement
These end user license terms grant a right and license allowing You and the Other Authorized User(s) to use the Software and other software associated with the Service (together, the "Licensed Programs") under certain restrictions, terms and conditions (the "License Agreement"). You and the Other Authorized User(s) are consenting to be bound by this License Agreement by your use of the Products.

5.1 The Licensed Programs are made available for use (and/or download) solely for use by You and the Other Authorized User(s) and only according to this License Agreement. Any reproduction, resale or redistribution of the Licensed Programs that is not in accordance with this License Agreement is expressly prohibited, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. PROCURESAFE is not transferring title to the Licensed Programs to You or the Other Authorized User(s). This license may not be transferred by You or the Other Authorized User(s) to any third party and is non-exclusive.

5.2 You and the Other Authorized User(s) acknowledge that the Licensed Programs are proprietary to PROCURESAFE or its suppliers and are protected by copyrights, trademarks, service marks, patents and/or other proprietary rights and laws. Therefore, You and the Other Authorized User(s) agree that You and the Other Authorized User(s) are only permitted to use the Licensed Programs as expressly authorized by PROCURESAFE and this License Agreement. You and the Other Authorized User(s) may not remove any proprietary notices or labels from the Licensed Programs. You may copy the Licensed Programs for archival purposes only, provided any copy must contain all original proprietary notices. You and the Other Authorized User(s) may not alter, modify, redistribute, sell, auction, decompile, reverse engineer, disassemble or otherwise reduce the Licensed Programs to a human-readable form. You and the Other Authorized User(s) may not reproduce (except for archival purposes), distribute or create derivative works based on the Licensed Programs without expressly being authorized in writing to do so by PROCURESAFE. Further, You and the Other Authorized User(s) may not rent, lease, grant a security interest in or otherwise transfer rights to the Licensed Programs. All rights not expressly granted in this License Agreement are reserved to PROCURESAFE and its suppliers.

5.3 ALL CONTENT ON WEB SITES AND COMPUTER PROGRAMS ASSOCIATED WITH THE SERVICE IS PROTECTED BY COPYRIGHT AND OTHER INTELLECTUAL PROPERTY LAWS. EXCEPT AS SPECIFICALLY PERMITTED HEREIN, NO PORTION OF THE INFORMATION OR CONTENT ON SUCH SITES MAY BE REPRODUCED IN ANY FORM, OR BY ANY MEANS, WITHOUT PRIOR WRITTEN PERMISSION FROM PROCURESAFE. YOU, THE OTHER AUTHORIZED USER(S) AND ANY OTHER VISITOR OR USER ARE NOT PERMITTED TO MODIFY, DISTRIBUTE, PUBLISH, TRANSMIT OR CREATE DERIVATIVE WORKS OF ANY MATERIAL FOUND ON SUCH SITES FOR ANY PUBLIC OR COMMERCIAL PURPOSE.

6. Disclaimer of Warranties

6.1 Although PROCURESAFE has attempted to provide accurate information with regard to the Products, PROCURESAFE assumes no responsibility for the accuracy or inaccuracy of any information provided. PROCURESAFE may change the Products at any time without notice. Mention of any non-PROCURESAFE products or services is for information purposes only and constitutes neither an endorsement nor a recommendation. Use of the Products is at the Your and the Other Authorized User's risk.

6.2 ALL INFORMATION, DOCUMENTATION AND PRODUCTS PROVIDED BY PROCURESAFE ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROCURESAFE EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, AND GUARANTEES WITH RESPECT TO THE PRODUCTS, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS, OR OTHERWISE. PROCURESAFE MAKES NO WARRANTY THAT THE PRODUCTS WILL MEET YOUR OR THE OTHER AUTHORIZED USER(S) REQUIREMENTS OR THAT THE PRODUCT WILL BE UNINTERRUPTED, TIMELY OR ERROR FREE, NOR DOES PROCURESAFE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PRODUCTS OR THE ACCURACY OF ANY OTHER INFORMATION OBTAINED THROUGH THE PRODUCTS. YOU AND THE OTHER AUTHORIZED USER(S) UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PRODUCTS IS DONE AT YOUR OWN RISK AND THAT YOU AND THE OTHER AUTHORIZED USER(S) WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ANY COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE OF THE PRODUCTS, WHETHER MADE BY EMPLOYEES OF PROCURESAFE OR OTHERWISE, WHICH IS NOT CONTAINED IN THIS AGREEMENT, SHALL BE DEEMED TO BE A WARRANTY BY PROCURESAFE FOR ANY PURPOSE, OR GIVE RISE TO ANY LIABILITY OF PROCURESAFE WHATSOEVER.

7. Limitations of Damages and Liability
7.1 YOU AND THE OTHER AUTHORIZED USER(S) AGREE THAT THE CONSIDERATION WHICH PROCURESAFE IS RECEIVING HEREUNDER DOES NOT INCLUDE CONSIDERATION FOR ASSUMPTION BY PROCURESAFE OF THE RISK OF YOUR AND THE OTHER AUTHORIZED USER(S)'S INCIDENTAL, CONSEQUENTIAL OR OTHER INDIRECT DAMAGES. PROCURESAFE AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR OTHER INDIRECT DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR REVENUES, COSTS OF REPLACEMENT PRODUCT OR SERVICE, LOSS OR DAMAGE TO INFORMATION OR DATA ARISING OUT OF THE USE OR INABILITY TO USE THE PRODUCTS. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL PROCURESAFE BE LIABLE FOR DAMAGES RESULTING FROM USE OF THE PRODUCTS, OR RELIANCE ON THE INFORMATION PRESENTED IN CONNECTION WITH THE PRODUCTS, EVEN IF PROCURESAFE OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AND THE OTHER AUTHORIZED USER(S) AGREE NOT TO ASSERT ANY SUCH CLAIM AGAINST PROCURESAFE OR ITS SUBSIDIARIES OR AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, OR EMPLOYEES.

7.2 YOU AND THE OTHER AUTHORIZED USER(S) EXPRESLY AGREE THAT YOUR USE OF THE PRODUCTS IS AT YOUR OWN RISK. IN NO EVENT SHALL PROCURESAFE'S TOTAL LIABILITY FROM ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER, IN CONTRACT, TORT OR OTHERWISE) EXCEED THE AMOUNT YOU PAID TO PROCURESAFE, IF ANY, FOR THE PRODUCTS DURING THE TWELVE (12) MONTHS IMMEDIATELY BEFORE THE CLAIM AROSE. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, OR THE ABOVE LIMITATIONS OF LIABILITY, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

7.3 ALL DISCLAIMERS, LIMITATIONS OF WARRANTIES AND DAMAGES, AND CONFIDENTIAL COMMITMENTS SET FORTH IN THESE TERMS OR OTHERWISE EXISTING AT LAW (1) ARE OF THE ESSENCE OF THE AGREEMENT OF THE PARTIES, AND (2) SURVIVE ANY TERMINATION, EXPIRATION OR RESCISSION OF THESE TERMS.

8. Title
Title, ownership rights and intellectual property rights in the Products shall remain with PROCURESAFE or its suppliers, as applicable. The Products are protected by copyright and other intellectual property laws and by international treaties. Title and related rights in the content accessed through the Products is the property of the applicable content owner and is protected by applicable law. The licenses granted under these Terms gives the You and the Other Authorized User(s) no rights to such content. "ProcureSafe," associated logos, and other names, logos, icons and marks identifying PROCURESAFE's products and services are trademarks or service marks of PROCURESAFE (collectively the "Trademarks") and may not be used without the prior written permission of PROCURESAFE. All other product names mentioned are used for identification purposes only and may be trademarks or service marks of their respective holders. Nothing should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark without the written permission of PROCURESAFE or such third party that may own the trademarks. Use by You and the Other Authorized User(s) of the Trademarks except as provided in these Terms is strictly prohibited.

9. Fees and Renewals
9.1 ANNUAL (collectively, Subscription Term ) subscription by Credit Card. In the event that Your subscription to the Service is on an annual basis, payment of the subscription fee will be by preauthorized credit card charge, PayPal charge or direct debit, and Your subscription will automatically renew each anniversary year unless You or PROCURESAFE give written (including email) notice of non-renewal at least 30 days prior to the end of the current Subscription Term. Your credit card will be charged the subscription fee for each Subscription Term that Your Product is in use. Upon any annual renewal, the payment arrangements in place for the prior subscription year shall remain in place, unless You and PROCURESAFE agree otherwise.

9.2 Annual Subscription by Invoice. In the event that Your subscription to the Service is for a year and the initial payment is by check or bank draft against an invoice from ProcureSafe, payment is due within thirty (30) days' of the date of invoice. Additionally, Your subscription will automatically renew at the beginning of each subsequent anniversary year unless You or PROCURESAFE give prior written (including email) notice of non-renewal at least thirty (30) days prior to the expiration of the current year subscription. Upon any annual renewal, the payment arrangements in place for the prior subscription year shall remain in place, unless You and PROCURESAFE agree otherwise and PROCURESAFE will invoice you accordingly.

9.3 Free or Demo Subscriptions. Notwithstanding the foregoing provisions of these Terms, Your subscription to any Free or Demo Products do not require the payment of a subscription fee.

9.4 Cancellation. Notwithstanding any provision of these Terms or any course of dealing between the parties, You and the Other Authorized User(s) may cancel with a thirty (30) day written notice sent to ProcureSafe, 4200 Regent Street, Suite 200, Columbus Ohio 43219. All payments by You and the Other Authorized User(s), or either of you, to PROCURESAFE will be pro-rated based on total days the Subscription was active, including the thirty (30) cancellation notice period. Any used days will be refunded.

9.5 Credit Card Authorization. In the event that You or the Other Authorized User(s) cancel the credit card provided to PROCURESAFE or the card is otherwise terminated, You or the Other Authorized User(s) must immediately provide PROCURESAFE with a new valid credit card number. You and the Other Authorized User(s) authorize PROCURESAFE, from time to time, to undertake steps to determine whether the credit card number provided to PROCURESAFE is a valid credit card number. In the event that You or the Other Authorized User(s) do not provide PROCURESAFE with a current valid credit card number with sufficient credit upon request during the effective period of these Terms, You and the Other Authorized User(s) will be in violation of these Terms. PROCURESAFE reserves the right to automatically update Your or the Other Authorized User(s)'s credit card information using software designed for updating purposes and You and the Other Authorized User(s) hereby authorize and approve any such updating.

9.6 Payment via PayPal®. PROCURESAFE may choose to accept PayPal for payments from PayPal account. In order to pay with PayPal, You or the Other Authorized User(s) need to have an account with PayPal. When You or the Other Authorized User(s) select PayPal to make payments, the transaction would be re-directed from PROCURESAFE's site to PayPal's payment site. Once directed to PayPal's site, PayPal is charged with protecting Your and the Other Authorized User(s)'s personal and financial information. Your or the Other Authorized User(s)'s PayPal account and any activities related thereto are governed by PayPal's terms and conditions, and the information provided to PayPal in relation thereto will be governed by PayPal's privacy policy. When PayPal is used, Your and the Other Authorized User(s)'s financial information is not shared with PROCURESAFE. Once payment is complete via PayPal, PayPal will email a receipt for this transaction. PROCURESAFE reserves the right to request proof of identity from any PayPal member.

9.7 Payment Due. Unless specifically provided otherwise herein, payment of all subscription fees (or any other fees due) are due and payable to PROCURESAFE without demand, invoicing or notice before the commencement of the period to which those fees apply.

9.8 Taxes. You and the Other Authorized User(s) agree to be responsible for and to pay any sales, personal property, use, VAT, excise, withholding, or any other taxes that may be imposed, based on this license, use or possession of a Product, or any other product or service provided under this Agreement, excluding taxes based on net income payable by PROCURESAFE.

9.9 Trial Offers, Coupons, Credits and Special Offers. PROCURESAFE reserves the right to extend, discontinue or modify any coupons, credits and special promotional offers at our discretion.

10. Termination
PROCURESAFE may in its sole discretion immediately terminate these Terms and this subscription, license and right to use any Product at any time for any reason or no reason and if (i) the Other Authorized User(s) declares bankruptcy, is involved in any bankruptcy proceedings or is otherwise insolvent, (ii) You or the Other Authorized User(s) breach these Terms; (iii) PROCURESAFE is unable to verify or authenticate any information You provide to PROCURESAFE; (iv) such information is or becomes inaccurate; or (v) PROCURESAFE decides, in its sole discretion, to discontinue offering the Product. PROCURESAFE shall not be liable to You, the Other Authorized User(s) or any third party for termination of the Service or use of the Products. Upon expiration or termination for any reason, You and the Other Authorized User(s) are no longer authorized to use the Products. When these Terms are terminated and/or the subscription is canceled, You and the Other Authorized User(s) will no longer have access to data and other material You or the Other Authorized User(s) have stored in connection with any Service and that material may be deleted by PROCURESAFE. All disclaimers, limitations of warranties and damages, and confidential commitments set forth in these Terms or otherwise existing at law survive any termination, expiration or rescission of these Terms.

11. Maintenance and Updates
You understand that PROCURESAFE may update the Products at any time, but is under no obligation to inform You or the Other Authorized User(s) of or furnish to You or the Other Authorized User(s) any such updates. These Terms do not grant You or the Other Authorized User(s) any right, license or interest in or to any support, maintenance, improvements, modifications, enhancements or updates to the Products or supporting documentation. To the extent that PROCURESAFE supplies any updates to You or the Other Authorized User(s), such updates will be deemed to be subject to the terms of these Terms unless PROCURESAFE indicates otherwise. PROCURESAFE reserves the right to charge fees for any future versions of, or updates to, the Products.

12. Export Law Assurances
The Products are subject to the United States Export Administration Regulations. No Software or Service may be downloaded, used or exported (i) into (or to a national or resident of) Cuba, Iran, North Korea, Sudan, Syria, or any other country to which the United States has embargoed goods; or (ii) any person or entity on the United States Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Denied Persons List or Entity List, or otherwise designated as prohibited from receiving U.S. exports. By subscribing to the Service or using any of the Software, You and the Other Authorized User(s) represent and warrant that you and it are not controlled by any such person or entity and are not controlled by a national or resident of any such country.

13. High Risk Activities
The Products are not designed fault-tolerant and are not designed, manufactured or intended for use or resale as or with on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines or weapon systems in which the failure of the Products could lead directly to death, personal injury or severe physical or environmental damage ("High Risk Activities"). Accordingly, PROCURESAFE and its suppliers specifically disclaim any express or implied warranty of fitness for High Risk Activities.

14. Miscellaneous
14.1 These Terms represents the complete agreement concerning the subject matter of the Terms and license granted hereunder and, except as set forth herein, may be amended only by a writing executed by both parties. You and the Other Authorized User(s) understand and agree that You and the Other Authorized User(s) are solely responsible for periodically reviewing these Terms.

14.2 These Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Ohio and the laws of the United States, without giving effect to any principles of conflict of law. You and the Other Authorized User(s) agree that any action at law or in equity arising out of or relating to these Terms shall be filed only in the state or federal courts located in Columbus, Ohio, and You and the Other Authorized User(s) hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. The parties specifically disclaim applicability of (i) the United Nations Convention on the Sale of Goods and (ii) any Incoterms.

14.3 If any of the provisions of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

14.4 PROCURESAFE shall have the right to publish the identification of You and the Other Authorized User(s) as users of the Service. You and the Other Authorized User(s) agree that PROCURESAFE may use any logo and/or name associated with You or the Other Authorized User(s) on PROCURESAFE's web site and other marketing materials in order to identify You and the Other Authorized User(s) as PROCURESAFE's customers.

14.5 Notices by PROCURESAFE to You or the Other Authorized User(s) may be sent to the email address You provide on the Registration Form or otherwise by any means that PROCURESAFE determines in its sole discretion as likely to come to Your attention. All notices by You or the Other Authorized User(s) sent to PROCURESAFE in connection with these Terms shall be in writing and sent by first class mail or certified mail (receipt being deemed 72 hours after postage and return receipt requested) or personally delivered at the address of PROCURESAFE as follows: ProcureSafe, Inc., 1275 Kinnear Rd., #244, Columbus, Ohio, 43212 Attn: Legal

14.6 You and the Other Authorized User(s) agree not to bring or participate in any class action lawsuit against PROCURESAFE or any of its employees or affiliates. You and the Other Authorized User(s) agree that you will not bring a claim under these Terms more than twenty four (24) months after the expiration of these Terms. The failure of PROCURESAFE to partially or fully exercise any right shall not prevent the subsequent exercise of such right. The waiver by PROCURESAFE of any breach shall not be deemed a waiver of any subsequent breach of the same or any other term of these Terms. No remedy made available to PROCURESAFE by any of the provisions of these Terms is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to every other remedy available at law or in equity.

14.7 You and the Other Authorized User(s) acknowledge and agree that PROCURESAFE is in the business of providing cloud based and remote access solutions and that PROCURESAFE may provide services to third parties, including competitors of You and the Other Authorized User(s), which are the same or similar to the services provided to You and the Other Authorized User(s) hereunder.

15. Indemnification
You and the Other Authorized User(s) are responsible for maintaining the confidentiality of Your account and password(s). You and the Other Authorized User(s) are also responsible for all activities that occur under Your account. You and the Other Authorized User(s) hereby agree to indemnify, defend and hold PROCURESAFE and its affiliates, employees, officers, directors, owners, information providers, agents, licensees, licensors (the "Indemnified Parties") harmless from and against any and all liabilities, claims, costs, including reasonable attorneys' fees, incurred by the Indemnified Parties in connection with any demand, claims, action, suit, or loss arising as a result of (a) any breach by You or the Other Authorized User(s) of these terms of use or claims arising from Your or the Other Authorized User(s)'s account; (b) any fraud or manipulation by You or the Other Authorized User(s); (c) a third-party claim, action or allegation of infringement based on information, data, files or other content submitted by You or the Other Authorized User(s); or (d) any claims of credit card fraud based on any information released by You or the Other Authorized User(s). You and the Other Authorized User(s) agree to use best efforts to cooperate with PROCURESAFE in the defense of any demand, claim, action or suit. PROCURESAFE reserves the right to assume the exclusive defense of any matter subject to indemnification by You and the Other Authorized User(s) at PROCURESAFE's own expense.

16. Confidentiality
You and the Other Authorized User(s) shall maintain the confidentiality of information that has been, and will continue to be, provided to You by PROCURESAFE in connection with the use of the Products. You and the Other Authorized User(s) specifically agree as follows:

16.1 Obligations. You and the Other Authorized User(s) shall (a) maintain in confidence all such information, including but not limited to the Products, (b) not disclose any such information to anyone except Your employees, agents, and consultants on a need-to-know basis (and who have been informed of and acknowledge their obligation to be bound by the terms of these confidentiality terms), and (c) not use PROCURESAFE's confidential information for any purpose other than that for which it is disclosed. All confidential information shall remain the sole property of PROCURESAFE. You and the Other Authorized User(s) shall have no right, title, or interest in or to the confidential information.

16.2 Confidential Information. Information considered confidential by PROCURESAFE includes, without limitation, information of PROCURESAFE relating to (a) matters of a technical nature such as trade secret processes or devices, know-how, data, formulas, inventions (whether or not patentable or copyrighted), specifications and characteristics of products or services planned or being developed, and research subjects, methods and results, (b) matters of a business nature such as information about costs, profits, pricing, policies, markets, sales, suppliers, customers, product plans, and business concepts, plans or strategies, (c) matters of a human resources nature such as employment policies and practices, personnel, compensation and employee benefits, (d) other information of a similar nature not generally disclosed by PROCURESAFE to the public or other information You or the Other Authorized User(s) should reasonably believe the be confidential given the circumstances, (e) information concerning Your use of the Products, and (f) the Products.

16.3 Exclusions. The obligations imposed by these confidentiality terms shall not apply to any information that (a) is proven by You to have been rightfully received from a third party without accompanying use or disclosure restrictions; or (b) is or becomes generally publicly available through no wrongful act of You or the Other Authorized User(s) or any other person or entity with a confidentiality obligation; or (c) is already known to You prior to the date of disclosure as evidenced by documentation bearing a date prior to the date of disclosure; or (d) is approved for release in writing by an authorized representative of PROCURESAFE; or (e) is required to be disclosed pursuant to court order, duly authorized subpoena, or governmental authority (but You or the Other Authorized User(s) shall immediately give PROCURESAFE written notice and an opportunity to contest such required disclosure).

16.4 Remedies. The parties agree that the remedy at law for any breach of any of the covenants and agreements set forth in these confidentiality terms may be inadequate and that, in the event of any such breach or threatened breach, PROCURESAFE shall, in addition to all other remedies which may be available to it at law, be entitled to equitable relief in the form of preliminary and permanent injunctions without the necessity of proving damages. You and the Other Authorized User(s) further agree that the terms of these confidentiality terms shall in no way restrict or limit any other remedies PROCURESAFE may have against You and the Other Authorized User(s). PROCURESAFE shall be entitled to recover the costs including reasonable attorney's fees, to enforce its rights under these confidentiality terms.

16.5 Return of Confidential Information. Upon the written request of PROCURESAFE, You and the Other Authorized User(s) shall return, or certify that it has destroyed, all information disclosed under these confidentiality terms and any memorandum, diagrams, or any other documents containing any information disclosed under these confidentiality terms.

16.6 Enforceability. In the event any one or more of the provisions of these confidentiality terms shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

16.7 Application. This Confidentiality Agreement shall control in lieu of and notwithstanding any proprietary or restrictive legends or statements inconsistent with these confidentiality terms that may be associated with any particular information disclosed hereunder.

16.8 Surviving Obligations. The confidentiality obligations under these Terms shall survive any termination, expirations, or rescission of these Terms, as well as continue beyond any time in which You or the Other Authorized User(s) were using the Products.

17. Force Majeure
No party shall be liable for any performance failure, delay in performance, or lost data under these Terms (other than for delay in the payment of money due and payable hereunder) to the extent said failures or delays are proximately caused by (i) failures of Software or other computer programming, (ii) natural weather events, or (iii) any other causes beyond that party's reasonable control and occurring without its fault or negligence, including, without limitation, failure of suppliers, subcontractors, and carriers, or party to substantially meet its performance obligations under these Terms, provided that in any such event, as a condition to the claim of non-liability, the party experiencing the difficulty shall give the other prompt written notice, with full details following the occurrence of the cause relied upon.

* Your use of this Site is subject to the Terms and Conditions that you agreed to when you registered as a user. The Terms and Conditions may change from time to time and you should review them to ensure that you are aware of the provisions that govern your use of this Site.

* The term "ProcureSafe" shall include the following affiliated companies: Net Profit Group,LLC, and any company that is a subsidiary of ProcureSafe, Inc., as may be designated by ProcureSafe, Inc.