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We reserve the right to change or modify any of the terms and conditions contained in this Agreement, and any policy or guideline incorporated by reference at any time and from time to time in its sole discretion, and to determine whether and when any such changes apply to both existing and future Users. Any changes or modification will be effective upon posting of the revisions on the Web site (the "Site"). We will post a notice of such changes or modifications to this Agreement as a Notification to all currently registered Users. approvedsuppliernetwork.com may post changes or modifications to referenced Acceptable Use Policies without specific notice to you. Your continued use of Services following posting of any changes or modifications will constitute your acceptance of such changes or modifications.

1. Terms and Payment for Services

1.1 Term and Termination

1.2 Default and Cure

Term and Termination This Agreement shall be for successive annual terms, automatically renewed each year unless cancelled by you by notice given and received at least two weeks before the your renewal date. Any notice of termination will be effective at the end of the current prepaid period. Default and Cure In the event that either party hereto defaults in the performance of any of its material duties or obligations under this Agreement, including failure to make any payments due under this Agreement, and such default is not cured within 15 days after written notice is given to the defaulting party specifying the default, then the party not in default, after given written notice (including by email) thereof to the defaulting party, may terminate this Agreement. Notwithstanding any other provision herein, approvedsuppliernetwork.com may terminate this Agreement immediately if it determines, in good faith, that the User has violated approvedsuppliernetwork.com's Acceptable Usage Policy.

1.3 Charges

You agree to pay for all charges attributable to your use of the Services at the then current approvedsuppliernetwork.com prices, which shall be exclusive of any applicable taxes. You are responsible for the payment of all federal, provincial, state and local sales, use, value added, goods and services, excise, duty and any other taxes assessed with respect to the Services, other than taxes based on approvedsuppliernetwork.com's net income.

1.4 Payment

Upon entering this Agreement, you must choose to pay either by cheque or direct charge to a credit card. If you choose to pay by credit card upon registering for the Services, you thereby authorize approvedsuppliernetwork.com to charge your credit card to pay for any charges that may apply to your account. You agree that approvedsuppliernetwork.com may accumulate any supplemental charges, incurred by you in your use of the Services ("Supplemental Charges") until your annual bill date and then charge your account. You must notify approvedsuppliernetwork.com of any changes to your card account (including, without limitation, applicable account number or cancellation or expiration of the account), your billing address, or any information that may prohibit approvedsuppliernetwork.com from charging your account. If you fail to pay any fees and taxes within five days from applicable due date for credit card or invoice payments, late charges of the lesser of 10% per month or the maximum allowable under applicable law shall also become payable by you to approvedsuppliernetwork.com. In addition, your failure to fully pay any fees and taxes within seven days after the applicable due date will be deemed a material breach of this Agreement, justifying approvedsuppliernetwork.com's suspension of its performance of the Services and/or termination of this Agreement. You are responsible for any fees associated with reinstatement of Services. Any such suspension or termination would not relieve you from paying past due fees plus interest. In the event of collection enforcement, you will be liable for any costs associated with such collection, including, without limitation, reasonable attorneys' fees, court costs and collection agency fees. If any cheque is returned for insufficient funds, approvedsuppliernetwork.com may impose a processing charge of $50 (AUD).

3. Enforcement

3.1. Investigation of Violations

approvedsuppliernetwork.com may investigate any reported or suspected violation of this Agreement, its policies or any complaints and take any action that it deems appropriate and reasonable under the circumstance to protect its systems, facilities, Users and/or third parties. approvedsuppliernetwork.com will not access or review the contents of any e-mail or similar stored electronic communications except as required or permitted by applicable law or legal process.

3.2. Actions

approvedsuppliernetwork.com reserves the right and has absolute discretion to restrict or remove from its servers any User Material that violates this Agreement or related policies or guidelines, or is otherwise objectionable or potentially infringing on any third party's rights or potentially in violation of any laws. If we become aware of any possible violation by you of this Agreement, any related policies or guidelines, third party rights or laws, approvedsuppliernetwork.com may immediately take corrective action, including, but not limited to, (a) issuing warnings, (b) suspending or terminating the Service, (c) restricting or prohibiting any and all uses of content hosted on approvedsuppliernetwork.com's systems and (d) disabling or removing any User Material including hypertext links to third-party Web sites, any of your content distributed or made available for distribution via the Services, or other content not supplied by approvedsuppliernetwork.com which, in approvedsuppliernetwork.com's sole discretion, may violate or infringe any law or third-party rights or which otherwise exposes or potentially exposes approvedsuppliernetwork.com to civil or criminal liability or public ridicule. It is approvedsuppliernetwork.com's policy to terminate repeat infringers. approvedsuppliernetwork.com's right to take corrective action, however, does not obligate us to monitor or exert editorial control over the information made available for distribution via the Services. If approvedsuppliernetwork.com takes corrective action due to such possible violation, approvedsuppliernetwork.com shall not be obligated to refund to you any fees paid in advance of such corrective action.

3.3. Disclosure Rights

To comply with applicable laws and lawful governmental requests, to protect approvedsuppliernetwork.com's systems and Users, or to ensure the integrity and operation of approvedsuppliernetwork.com's business and systems, approvedsuppliernetwork.com may access and disclose any information it considers necessary or appropriate, including, without limitation, user profile information (such as name, e-mail address), IP addressing and traffic information, usage history, and content residing on approvedsuppliernetwork.com's servers and systems. approvedsuppliernetwork.com also reserves the right to report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties..

5. Warranty; Warranty Disclaimer

5.1. User and Third Party Acts

approvedsuppliernetwork.com is not responsible in any manner for any nonconforming Services to the extent caused by you or your Users. In addition, approvedsuppliernetwork.com is not responsible for loss or corruption of data in transmission or for failure to send or receive data due to events beyond approvedsuppliernetwork.com's reasonable control.

5.2. No Express or Implied Warranty

ALL SERVICES, SYSTEMS AND PRODUCTS PROVIDED BY APPROVEDSUPPLIERNETWORK.COM UNDER THIS AGREEMENT ARE PROVIDED WITHOUT ANY EXPRESS OR IMPLIED WARRANTY IN FACT OR IN LAW, WHATSOEVER. YOU ACKNOWLEDGE AND AGREE THAT APPROVEDSUPPLIERNETWORK.COM EXERCISES NO CONTROL OVER, AND ACCEPTS NO RESPONSIBILITY FOR, THE CONTENT OF THE INFORMATION PASSING THROUGH APPROVEDSUPPLIERNETWORK.COM'S COMPUTERS, NETWORK HUBS AND POINTS OF PRESENCE, OR THE INTERNET. APPROVEDSUPPLIERNETWORK.COM DOES NOT WARRANT THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY OF YOUR DATA WILL NOT BE IRRETREIVABLY LOST AND PERMANENTLY UNAVAILABLE TO YOU. ALL SERVICES PERFORMED UNDER THIS AGREEMENT ARE PERFORMED "AS IS" AND WITHOUT WARRANTY AGAINST FAILURE OF PERFORMANCE INCLUDING WITHOUT LIMITATION ANY FAILURE DUE TO COMPUTER HARDWARE OR COMMUNICATION SYSTEMS. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, APPROVEDSUPPLIERNETWORK.COM DOES NOT MAKE AND HEREBY DISCLAIMS, AND YOU HEREBY WAIVE ALL RELIANCE ON, ANY REPRESENTATIONS OR WARRANTIES ARISING BY LAW OR OTHERWISE REGARDING THE SERVICES INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR CONDITIONS OF QUALITY, AND ANY WARRANTIES WITH RESPECT TO PATENT, COPYRIGHT, TRADESECRET OR TRADEMARK INFRINGEMENT.

5.3. Your Warranties and Representations to Approvedsuppliernetwork.com

You warrant, represent, and covenant to approvedsuppliernetwork.com that (a) you are at least 18 years of age or are a duly organized and validly existing entity; (b) you possess the legal right and ability to enter into this Agreement; (c) you will use the Services only for lawful purposes and in accordance with this Agreement and all applicable policies and guidelines; (d) you will be financially responsible for the use of your account; (e) you have acquired or will acquire all authorizations necessary for all User Material including hypertext links to third-party Web sites; (f) you have verified or will verify the accuracy of all User Material including without limitation any descriptive claims, warranties, guarantees, nature of business and address where business is conducted, and (g) your User Material does not and will not infringe or violate any right of any third party (including any copyright, trade secret or other rights of any description whatsoever) or violate any applicable law, regulation or ordinance.

6. Limitation and Exclusion of approvedsuppliernetwork.com's Liability

6.1. Limitations

IN NO EVENT SHALL APPROVEDSUPPLIERNETWORK.COM HAVE ANY LIABILITY FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT, LOSS OR DESTRUCTION OF INFORMATION OR DATA DISTRIBUTED OR MADE AVAILABLE FOR DISTRIBUTION VIA THE SERVICES THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES. APPROVEDSUPPLIERNETWORK.COM SHALL HAVE NO LIABILITY UNDER THIS AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF APPROVEDSUPPLIERNETWORK.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, THE LIABILITY OF APPROVEDSUPPLIERNETWORK.COM TO YOU FOR ANY REASON AND UPON ANY CAUSE OF ACTION SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID TO APPROVEDSUPPLIERNETWORK.COM BY YOU UNDER THIS AGREEMENT DURING THE 90 DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH CLAIM ACCRUED. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS. THE FEES FOR THE SERVICES SET BY APPROVEDSUPPLIERNETWORK.COM UNDER THIS AGREEMENT HAVE BEEN AND WILL CONTINUE TO BE BASED UPON THIS ALLOCATION OF RISK. ACCORDINGLY, YOU HEREBY RELEASE APPROVEDSUPPLIERNETWORK.COM FROM ANY AND ALL OBLIGATIONS, LIABILITIES, AND CLAIM IN EXCESS OF THE LIMITATION STATED IN THIS SECTION 6.1. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH JURISDICTIONS, OUR LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW.

6.2. Interruption of Service

You hereby acknowledge and agree that approvedsuppliernetwork.com will not be liable for any delay, outages or interruptions of the Services. Further, approvedsuppliernetwork.com shall not be liable for any delay or failure to perform its obligations under this Agreement, where such delay or failure results from any act of God or other cause beyond its reasonable control (including, without limitation, any mechanical, electronic, communications or third-party supplier failure).

6.3. Indemnification

You will defend, indemnify and hold harmless approvedsuppliernetwork.com and its officers, directors, shareholders, employees, consultants, agents, affiliates and suppliers (each, an "Indemnitee") from any and all threatened or actual claims, demands, causes of action, suits, proceedings (formal or informal), losses, damages, fines, penalties, liabilities, costs and expenses of any nature, including reasonable attorneys' fees and court costs, sustained or incurred by or asserted against any Indemnitee by any person, firm, corporation, governmental authority, partnership or other entity by reason of or arising out of or relating to: (a) your violation or breach of any term, condition, representation or warranty of this Agreement or any applicable policy or guideline; (b) your conduct, including but not limited to your negligence, gross negligence, or willful misconduct; (c) your improper or illegal use of the Services; (d) any claim by a former employee of yours whose employment has been or may be terminated in connection with or as a result of the execution of this Agreement and performance of the Services by approvedsuppliernetwork.com; or (e) any claim relating to your User Material, services or products, including but not limited to advertising, product liability claims or infringement of any trademark, copyright, patent, trade secrets or non-proprietary right of a third party (including, without limitation, defamation, libel, or violation of privacy or publicity).

7. Miscellaneous

7.1. Confidentiality

The parties each agree that all Confidential Information (as defined below) communicated to it by the other is done so in confidence and will be used only for the purposes of this Agreement and will not be used to compete with the other party or disclosed to any third party without the prior written consent of the other party except as permitted under this Agreement. "Confidential Information" means all information in any form, including, without limitation, printed or verbal communications and information stored in printed, optical or electromagnetic format, which relates to the Services; or computer, data processing or electronic commerce programs and software; electronic data processing applications, routines, subroutines, techniques or systems; information which incorporates or is based upon proprietary information of either party; or information concerning business or financial affairs, product pricing, financial conditions or strategies, marketing, technical systems of either party; or any information concerning Users or vendors of either party; or any data exchange between a party and any Users or vendors. Exceptions to Confidential Information include (a) information in the public domain; (b) information developed independently by a party without reference to information disclosed under this Agreement; or (c) information received from a third party without restriction and/or breach of this or a similar Agreement. It is not a violation of this provision to disclose Confidential Information in compliance with any legal, accounting or regulatory requirement beyond the control of either Party or, but in such case, prior to disclosure, the disclosing Party shall give written notice to the other Party to permit that Party an opportunity to challenge such disclosure. If either Party is subpoenaed, such Party shall give written notice to the other Party to permit that Party an opportunity to challenge the disclosure of Confidential Information. Upon the termination of this Agreement and upon written request of the disclosing Party, each Party shall promptly return all Confidential Information of the other Party. This provision shall survive the termination of this Agreement for a period of two years.

7.2. Notices

All notices, reports, requests, or other communications given pursuant to this Agreement shall be made in writing, shall be delivered by hand delivery, overnight courier service, fax, or electronic mail, shall be deemed to have been duly given when delivered.

7.3. Choice of Law and Forum

THIS AGREEMENT, WILL BE GOVERNED BY THE LAWS OF AUSTRALIA APPLICABLE THEREIN, WITHOUT REFERENCE TO RULES GOVERNING CHOICE OF LAWS. ANY ACTION RELATING TO THIS AGREEMENT MUST BE BROUGHT IN THE COURTS OF AUSTRALIA, AND YOU IRREVOCABLY CONSENT TO THE JURISDICTION OF SUCH COURTS. THIS AGREEMENT WILL NOT BE GOVERNED BY THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, THE APPLICATION OF WHICH IS EXPRESSLY EXCLUDED.

7.4. Entire Agreement

This Agreement and all policies and guidelines incorporated in this Agreement by reference constitutes the entire Agreement of the parties and may not be modified or altered orally but only by an agreement in writing signed by both parties.

7.5. No Fiduciary Relationship: No Third-Party Beneficiaries

approvedsuppliernetwork.com is not the agent, fiduciary, trustee or other representative of you. Nothing expressed or mentioned in or implied from this Agreement is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy or claim under or in respect to this Agreement. This Agreement and all of the representations, warranties, covenants, conditions and provisions hereof are intended to be and are for the sole and exclusive benefit of the parties hereto.

7.6. Assignments

You may not transfer or assign your rights, duties, or obligations under this Agreement without approvedsuppliernetwork.com's prior written consent. approvedsuppliernetwork.com may assign its rights and obligations under this Agreement and may utilize affiliate or agents in performing its duties and exercising its rights under this Agreement, without your consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of and be enforceable against the parties and their respective personal representatives, successors and assignees.

7.7. No Waiver

approvedsuppliernetwork.com's failure to enforce the strict performance of any provision of this Agreement will not constitute a waiver of approvedsuppliernetwork.com's right to subsequently enforce such provision or any other provisions under this Agreement.

7.8. Severability

If any provision of this Agreement is deemed illegal, invalid, void or otherwise unenforceable in whole or in part, that provision shall be severed or shall be enforced only to the extent legally permitted, and the remainder of the provision and the Agreement shall remain in full force and effect. If any provision of this Agreement is deemed to be invalid, void or unenforceable only with respect to a particular application, such term or provision shall remain in full force and effect with respect to all other applications.

7.9. Survival

All provisions of this Agreement relating to your warranties, intellectual property rights, limitation and exclusion of liability, your indemnification obligations and payment obligations shall survive the termination or expiration of this Agreement.

7.10. Electronic Acceptance

You agree that by clicking on the "I Accept and Agree" checkbox during signup and registering for and using the Services, you have read this Agreement and agree to be bound by the terms and conditions contained herein.

8. User Support: Acceptable Use Policy

8.1. Reliability of Information on the Web

The fact that that no one party owns or controls the Internet accounts for much of its openness and value, but it also places a high premium on the judgment and responsibility of those who use the Internet, both in the information they acquire and in the information they disseminate to others. When Users obtain information through the Internet, they must keep in mind that approvedsuppliernetwork.com cannot monitor, verify, warrant or vouch for the accuracy and quality of the information that subscribers may acquire. For this reason, the subscriber must exercise his or her best judgment in relying on information obtained from the Internet, and also should be aware that some material posted to the Internet is sexually explicit or otherwise offensive. Because approvedsuppliernetwork.com cannot monitor or censor websites, and will not attempt to do so, approvedsuppliernetwork.com cannot accept any responsibility for injury to subscribers that results from inaccurate, unsuitable, offensive or illegal Internet communications.

8.2. User's Responsibilities

When subscribers disseminate information through the Internet, they also must keep in mind that approvedsuppliernetwork.com does not review, edit, censor or take responsibility for any information its subscribers may create. When users place information on the Internet, they have the same liability as other authors for copyright infringement, defamation, and other harmful speech. Also, because the information they create is carried over approvedsuppliernetwork.com's network and may reach a large number of people, including both subscribers and nonsubscribers of approvedsuppliernetwork.com, subscribers' postings to the Internet may affect other subscribers and may harm approvedsuppliernetwork.com's goodwill, business reputation, and operations. For these reasons, subscribers violate approvedsuppliernetwork.com policy and the terms of service agreement when they, their Users, affiliates, or subsidiaries engage in the following prohibited activities:

8.3. Spamming

Sending unsolicited bulk and/or commercial messages over the Internet (known as "spamming"). It is not only harmful because of its negative impact on consumer attitudes toward approvedsuppliernetwork.com, but also because it can overload approvedsuppliernetwork.com's network and disrupt service to approvedsuppliernetwork.com subscribers. Also, maintaining an open SMTP relay is prohibited. When a complaint is received, approvedsuppliernetwork.com has the discretion to determine from all of the evidence whether the email recipients were from an "opt-in" email list.

8.4. Intellectual Property Violations

Engaging in any activity that infringes or misappropriates the intellectual property rights of others, including copyrights, trademarks, service marks, trade secrets, software piracy, and patents held by any third party, or engaging in activity that violates privacy, publicity, or other personal rights of others. approvedsuppliernetwork.com is required by law to remove or block access to User content upon receipt of a proper notice of copyright infringement. It is also approvedsuppliernetwork.com's policy to terminate the privileges of Users who commit repeat violations of copyright laws.

8.5. Obscene Speech or Materials

Using approvedsuppliernetwork.com's network to advertise, transmit, store, post, display or otherwise make available any speech or material that is, under law, pornographic or obscene. approvedsuppliernetwork.com is required by law to notify law enforcement agencies when it becomes aware of the presence of child pornography on or being transmitted through approvedsuppliernetwork.com.

8.6. Defamatory or Abusive Language

Using approvedsuppliernetwork.com's network as a means to transmit or post defamatory, harassing, abusive, or threatening language.

8.7. Forging of Headers

Forging or misrepresenting message headers, whether in whole or in part, to mask the originator of the message.

8.8. Illegal or Unauthorized Access to Other Computers or Networks

Accessing illegally or without authorization computers, accounts, or networks belonging to another party, or attempting to penetrate security measures of another individual's system (often known as "hacking"). Also, any activity that might be used as a precursor to an attempted system penetration (i.e. port scan, stealth scan, or other information gathering activity).

8.9. Distribution of Internet Viruses, Worms, Trojan Horses, or Other Destructive Activities

Distributing information regarding the creation of and sending Internet viruses, worms, Trojan horses, pinging, flooding, mail bombing, or denial of service attacks. Also, activities that disrupt the use of or interfere with the ability of others to effectively use the network or any connected network, system, service, or equipment.

8.10. Facilitating a Violation of this Agreement

Advertising, transmitting, or otherwise making available any software, program, product, or service that is designed to violate this Agreement or the Agreement of any your Internet Service Provider, which includes the facilitation of the means to spam, unsolicited bulk or consumer email, initiation of pinging, flooding, mail bombing, denial of service attacks and piracy of software.

8.11. Other Illegal Activities

Engaging in activities that are determined to be illegal, including advertising, transmitting, or otherwise making available ponzi schemes, pyramid schemes, fraudulently charging credit cards, and pirating software.

8.12. Other Activities

Engaging in activities, whether lawful or unlawful, that approvedsuppliernetwork.com determines to be harmful to its subscribers, operations, reputation, goodwill, or User relations. The primary responsibility for avoiding the harmful activities just described rests with you. approvedsuppliernetwork.com will not, as an ordinary practice, monitor the communications of its subscribers to ensure that they comply with approvedsuppliernetwork.com policy or applicable law. When approvedsuppliernetwork.com becomes aware of harmful activities, however, it may take any action to stop the harmful activity, including but not limited to, removing information, shutting down a web site, implementing screening software designed to block offending transmissions, denying access to the Internet, or take any other action it deems appropriate.

approvedsuppliernetwork.com

2009