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THIS VIEWEQUIPMENT.COM USER AGREEMENT (this "Agreement") is made by and between ViewEquipment.com ("ViewEquipment") and You ("Customer") with legal name and address information provided during registration.

RECITALS

WHEREAS, ViewEquipment has developed a web-based software application which, among other things, enables sellers to post various items for resale (collectively, the "Equipment") and permits subscribers to access and purchase such Equipment from such sellers by way of an Internet website connected to the Internet through computer server hardware, proprietary software and other equipment with the domain name "ViewEquipment.com" (the "Website").

WHEREAS, Customer has requested that ViewEquipment post telecom and other equipment for resale by Customer (collectively, the "Equipment") on the Website, in order for Customer to sell the Equipment to purchasers who access the Website, as more particularly described in Schedule A attached hereto (the "Website Services"), and ViewEquipment has agreed to same, upon the terms and conditions set forth below.

WHEREAS, Customer also desires to access the Website and avail itself of the services provided by ViewEquipment through the Website, as more particularly described in Schedule A attached hereto (the "Website Services"), in order to view Equipment, contact buyers and sellers of Equipment, negotiate pricing and terms, and initiate purchase or sale transactions directly with buyers and sellers of the Equipment, and ViewEquipment has agreed to same, upon the terms and conditions set forth below

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the covenants, terms and conditions contained herein, the parties hereto hereby agree as follows:

WEBSITE SERVICES; FEES; TERM
1. Use of Website and Website Services. ViewEquipment agrees to provide the Website Services during the Term; provided that ViewEquipment shall have no liability for any service interruption or downtime event with respect to the Website or the Website Services, or any loss or injury of any kind resulting from or in connection with any service interruption or downtime event. Customer hereby agrees to use the Website and Website Services subject to and in accordance with the terms and conditions set forth herein.
2. Fees. Customer shall timely pay to ViewEquipment the fees and charges set forth in Schedule B attached hereto. The fees may be increased on notice to Customer to take into account increased charges imposed on ViewEquipment in connection with the operation of the Website or the Website Services. Fees shall automatically be charged to the credit card or other payment account provided by Customer when Customer initially registers at the Website. All payments shall be made in United States Dollars. Reoccurring monthly subscription fees are charged on the first day of each month in advance. Should any charge be rejected for any reason, interest shall accrue and be payable at the rate of one and one half percent (1.5%) per month or at the maximum rate permitted by law, whichever is less, on all overdue and unpaid amounts until paid in full. ViewEquipment reserves the right to immediately suspend its performance under this Agreement until such amount is paid or to terminate this Agreement.
3. Term. The term of this Agreement and the effectiveness of this Agreement shall commence on the date upon which Customer's registration is accepted by ViewEquipment and shall continue for a term of one month thereafter. Unless either party gives written notice otherwise to the other party not less than ten (10) days prior to the expiration of such term, this Agreement shall be automatically renewed at the then current fees and charges for additional successive periods of one month at a time; provided that Customer has tendered payment in advance for each such one month period (charged automatically to Customer’s credit card). ViewEquipment or Customer may terminate this Agreement at any time upon written notice to the other. In the event of termination by Customer, Customer shall not be entitled to a refund for the current month’s fees, but will not be charged again for the following month at which point Customer’s account will be deactivated and the Website will become inaccessible by Customer.
LICENSE; CONTINUING COOPERATION; CONTENT
1. License to ViewEquipment. To the extent necessary, Customer hereby grants to ViewEquipment a non-exclusive, non-transferable license to use the Customer's trademarks, trade names, service marks, logos and other commercial designations (the "Customer Marks") as part of the content and information provided by Customer at the Website. Title, ownership rights, and intellectual property rights in the Customer Marks shall remain in Customer. The license granted under this Agreement with respect to ViewEquipment's use of the Customer Marks does not give ViewEquipment any ownership rights thereto.
2. Continuing Cooperation; Website Content. Customer acknowledges and agrees that operation and support of the Website and provision of the Website Services requires the cooperation of Customer and requires that Customer provide information, data, content or other materials for the Website from time to time and also permits Customer to contact buyers and sellers of Equipment directly and provide such buyers and sellers with information, data, content and other materials from time to time without the involvement of ViewEquipment. Customer agrees to promptly provide such cooperation and provide such information, data, content and other materials, in such media and format as may be necessary or advisable. ViewEquipment shall have no liability for any information, data, content or other materials provided by Customer or for any default or failure to perform under this Agreement or any problems, defects or shortcomings at the Website or with the Website Services attributable to any information, data, content or other materials provided by Customer or attributable to Customer's failure to provide such cooperation or information, data, content and other materials.
CUSTOMER ACKNOWLEDGMENTS
1. Transmission. Customer understands and acknowledges that the transmission availability, speeds, reliability and quality of transmission provided through the Website may vary from the transmission availability, speeds, reliability and quality expected by Customer based on a number of factors and ViewEquipment cannot guarantee the availability, speed, quality or reliability of such transmissions.
2. Availability of Services. Customer expressly acknowledges and agrees that use of the Website and Website Services through the Internet is at Customer's own risk and that the Website Services are provided "AS IS" and "AS AVAILABLE." Due to the nature of internet access and the potential for unforeseen events related to hardware, software and other supporting peripherals, ViewEquipment makes no warranty or guarantee that Customer or any of its intended buyers will be able to access the Website Services or the Website at any particular time or from any particular location.
3. Website Maintenance Work. ViewEquipment may need to interrupt the Website Services from time to time for scheduled or emergency software, network or Website maintenance work or other operational reasons, without any compensation or notice to Customer. Notwithstanding the foregoing, ViewEquipment is under no obligation whatsoever to perform any software, network or Website maintenance work or technical support with respect to the Website or Website Services and Customer understands and agrees that ViewEquipment's sole obligation under this Agreement is to host the Website and provide the Website Services for the convenience of Customer.
4. No Screening of Transmissions. Customer acknowledges that ViewEquipment cannot, and does not intend to, screen any communications between Customer and buyers and sellers of Equipment, or any transmission of video images, graphics, data, text or other content for accuracy, quality, completeness, or conformity with any applicable laws. Accordingly, Customer acknowledges that neither ViewEquipment nor any of its affiliates, agents, content providers or service providers shall assume or have any liability whatsoever to Customer, to any of Customer's customers or any other party for any action or inaction by ViewEquipment or any of its affiliates, agents, content providers or service providers with respect to communications made by or through the Website.
5. No Obscenity, Illegality, Etc. Customer may not use, nor allow any others to use the Website or the Website Services, either directly or indirectly, to make, create, solicit, transmit, upload, or publish any comment, request, suggestion, proposal, image or other transmission or communication which: (i) is, or is likely to be perceived by an intended recipient or target to be, obscene, lewd, lascivious, filthy, or indecent, with intent to annoy, abuse, threaten, or harass another person; (ii) violates any rights of others, including but not limited to, infringement of any proprietary rights, copyrights, trademarks, patents, or trade secrets; (iii) libels, defames or slanders any person, or infringes upon any person's privacy rights; (iv) contains or embodies any computer virus, harmful component or corrupted data; (v) adversely affects the performance or availability of the Website Services or the Website for any other user(s) of the Website Services or the Website; or (vi) violates any applicable local, state, national, international or foreign law, including, but not limited to, laws relating to the export of prohibited or restricted information to foreign nationals or nations as set forth in the rules and regulations of the United States Department of State and the United States Department of Commerce. Customer is hereby advised that ViewEquipment will not tolerate, nor will ViewEquipment be responsible or liable for, the incorporation in, integration of or other association of any data, images, graphics, text or other information in, at or through the Website Services or the Website that is or could reasonably be deemed to be, in ViewEquipment's sole opinion, derogatory, defamatory, libelous, obscene, inflammatory, infringing, injurious or otherwise harmful to anyone. ViewEquipment shall have the right to immediately remove any such data, images, graphics, text or other information and shall have the right to terminate this Agreement upon the occurrence of such event.
LIMITATION OF LIABILITY; WARRANTY DISCLAIMER
1. Limitation of Liability. In no event shall ViewEquipment or its affiliates be liable for any direct, indirect, special, incidental, tort, economic, cover or consequential damages arising out of this Agreement or out of the use of or inability to use the Website Services or the Website, including without limitation, damages or costs relating to loss of profits, loss of business, loss of goodwill, loss of computer programs, interruption or loss of service, loss of data, unauthorized access, computer virus damage, loss of income or any damages that result from Customer's or any of its intended user's reliance on the Website or the Website Services, even if advised of the possibility of such damages. The foregoing limitation also excludes any claims based on any failure or defect or shortcoming in the Website Services or the Website which is attributable to any products or services or content provided by Customer, third party information or service providers or other third party suppliers, the sole liability and remedy for which claims are the responsibility of Customer, Customer's customers, the third party information or service provider or other third party supplier that provided the product or service or content which was incorporated in or otherwise provided in conjunction with the Website Services or the Website. In no event will ViewEquipment or its affiliates be liable for any claim against Customer by any third party. In no event will ViewEquipment or its affiliates be liable for (i) any representation or warranty made to any third party by Customer or any of Customer's customers; (ii) failure of the Website Services or the Website to perform; or (iii) the results produced or images, graphics or text obtained by or through the Website Services or the Website. In no event shall ViewEquipment's liability for money damages with respect to any claim of any kind or nature whatsoever exceed the amount paid to ViewEquipment by Customer during the three-month period immediately preceding the date on which the claim arose. Customer acknowledges this is an explicit waiver of any and all consequential damages.
2. Warranty Disclaimer. ViewEquipment makes no warranty, representation, promise or guarantee, either express or implied, statutory or otherwise, with respect to the Website Services or the Website, any user documentation or related maintenance work or technical support, including their quality, performance, non-infringement, merchantability or fitness for a particular purpose, including the accuracy of size, weight and visual information or data provided on the Website (whether graphic or descriptive) and regarding parts and equipment, inventory listings, availability of product, and other information or data in any way related to the above. ViewEquipment additionally makes no warranty, representation, promise or guarantee, either express or implied, with respect to the identity, position or purpose of Website users. ViewEquipment cannot guarantee exclusion from registration by those who may access the Website for their own purposes with or without ViewEquipment's awareness of their position and/or purpose. No other person is authorized to make any warranty, representation, promise or guarantee, either express or implied, or otherwise, with respect to the Website Services or the Website or to make any modification to this warranty disclaimer.
3. Taxes. Customer shall be responsible for paying any applicable sales, use, excise, value added, or similar taxes or assessments imposed upon the Website Services provided hereunder, by any federal, state, or local government authority.
4. Disclaimer of Affiliations and Limitation of Descriptive Use. ViewEquipment.com expressly disclaims any and all affiliations with original equipment manufacturers (OEMs) and other organizations, entities, companies and/or individuals whose products, trademarks, logos, labeling and other trade dress, technical designs and/or artwork may be incidentally displayed on the Website in photographs, descriptions, listings and communications. Such display and use on the Website, whether intentional or unintentional, is nevertheless for descriptive purposes only, and in any case is not intended to be representative of new or OEM authorized product. Estimates of weights, dimensions and sample photographs are obtained by Viewequipment.com from equipment found in regular field use or circulation in the telecommunications industry, and are not official photographs, descriptions or specifications of new or originally manufactured OEM product. ViewEquipment.com does not purport to sell, service or maintain any of the product listed on the Website with or without authorization from OEMs. Customer agrees and acknowledges the above, and agrees to only use the images and information provided on the Website AS-IS and only as potentially helpful estimates of appearance, size and weight for general guidance when choosing ship methods or packaging, and specifically agrees not to use the images and information as model data, product verification, or other purposes for which more accurate data and OEM provided specifications would normally be required.
GENERAL
1. Complete Agreement. This Agreement, including the Schedules hereto, and incorporating by reference the Website Terms of Use and Website Privacy Policy, as they are found on the Website, are the complete and exclusive statements of the agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior proposals and agreements, oral or written, between the parties with respect to the subject matter hereof. This Agreement may not be modified except by a written instrument duly executed by the parties hereto.
2. Headings and Subsection. Section headings are provided for convenience of reference and do not constitute part of this Agreement. Any references to a particular section of this Agreement shall be deemed to include reference to any and all subsections thereof.
3. Severability; No Waiver. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The parties agree to replace any invalid provision with a valid provision which most closely approximates the intent and economic effect of the invalid provision. The waiver by either party of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach.
4. Enforceability. If any part of this Agreement shall be adjudged by any court of competent jurisdiction to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby and shall be enforced to the maximum extent permitted by applicable law. If any remedy set forth in this Agreement is determined to have failed of its essential purpose, then all other provisions of this Agreement, including the limitations of liability and exclusions of damages, shall remain in full force and effect.
5. Assignment. Neither party may assign or delegate any or all of its rights (other than the right to receive payments) or its duties or obligations hereunder without the consent of the other party, which consent shall not be unreasonably- withheld or delayed; provided, however, that ViewEquipment may assign this Agreement, without the need to obtain consent of Customer, to an affiliate of ViewEquipment or to a successor in interest to substantially all of the business of ViewEquipment to which this Agreement relates. An assignee of either party authorized hereunder shall be bound by the terms of this Agreement and shall have all of the rights and obligations of the assigning party set forth in this Agreement.
6. No Third Party Benefit. The provisions of this Agreement are for the sole benefit of the parties hereto. This Agreement confers no rights, benefits, or claims upon any person or entity not a party hereto.
7. Independent Contractors. The parties to this Agreement are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement. Neither party shall have the power to obligate or bind the other party.
8. Force Majeure. ViewEquipment shall be excused from performance and shall not be liable for any delay in whole or in part, caused by the occurrence of any contingency beyond the reasonable control of ViewEquipment or its subcontractors, third party information or service providers or third party suppliers including, but not limited to, war, sabotage, insurrection, riot or other act of civil disobedience, act of public enemy, failure or delay in transportation, act of terrorism, act of any government or any agency or subdivision thereof affecting the terms hereof, accident, fire, explosion, flood, earthquake, severe weather or other act of God, or shortage of labor or fuel or raw materials or the acts or omissions of or any similar force majeure event experienced by any of ViewEquipment's subcontractors, third party information or service providers or third party suppliers.
9. Notices. Any notice required or permitted hereunder to the parties hereto will be deemed to have been duly given only if in writing and delivered by: (a) certified U.S. mail, return receipt requested or via overnight courier, postage prepaid, to the address of the receiving party as set forth on the initial page hereof or provided during registration or such other address as may be specified by such party in a notice delivered to the other party in accordance with this Section, (b) by email transmission, or (c) via hand delivery. Notices shall be deemed delivered when received by the party being notified.
10. Governing, Law, Jurisdiction and Venue. This Agreement shall be deemed to have been made in, and shall be construed pursuant to the laws of, the State of California, without reference to the choice of law principles thereof.
11. Attorneys' Fees. If any legal action is brought to construe or enforce any provision of this Agreement, the prevailing party shall be entitled to receive its reasonable attorneys' fees and court costs in addition to any other relief it may receive.
12. Effectiveness of Agreement. By completing the registration process and using the Website Services, subject to acceptance of your registration by ViewEquipment, this Agreement shall automatically become effective and constitute the valid and binding agreement of Customer, enforceable against Customer in accordance with terms until terminated in accordance with its terms.

SCHEDULE A

Website Services

Inventory Posting

Customer may submit from time to time spreadsheets of inventory data with each unit of Equipment listed as a separate line item, indicating for each such line item, at a minimum, the applicable HECI or CLEI, manufacturer's Part Number, and Quantity of units for sale. Such submission shall be made in the manner directed by ViewEquipment, according to the specific instructions provided on the Website and/or by ViewEquipment personnel.

ViewEquipment will post the Equipment listing provided by Customer and other customers at the Website and if available, provide sample representative images of similar equipment, and various data in respect of such equipment, such as sample physical dimensions and/or weight of the equipment. Photos, dimensions and weight descriptions are samples only and are not the actual item. Moreover, photos, dimensions and weight for an item may not be available, but may be requested by Customer and will be made available thereafter as soon as the information can be obtained. Customer hereby consents to the use of such sample/representative photos and various data for the Equipment, where available, even though such photos and/or data may or may not represent the actual revision or unit of Equipment that Customer has posted in Customer's inventory. Each photo used will contain the following disclaimers (and Customer hereby acknowledges, agrees to and accepts such disclaimers):

"Condition and revision number of item may vary. Sample photo is of item that may not be as originally shipped from manufacturer and may have been modified. The manufacturer has not authorized or approved the resale of any item described or displayed. ViewEquipment is merely an on-line clearinghouse for sellers and buyers of telecom equipment. ViewEquipment does not take possession of and does not inspect, test or modify any item, nor does ViewEquipment guarantee or make any warranty or representation as to the quality, revision, condition or functionality of any item. Buyers must satisfy themselves that the item meets their requirements for use and must contact seller directly to arrange for the purchase and delivery of any equipment. ViewEquipment is not responsible or liable in any way in respect of any purchase or delivery of any equipment. ViewEquipment is not responsible or liable for any item that does not operate properly or otherwise fails for any reason to meet Buyer's expectations."
Inventory Searching

Customer will be able to search Equipment posted by other customers at the Website as described above, by part number and/or applicable HECI and view descriptions of such Equipment as available.
Communication Services

In addition, subject to the other terms, conditions and restrictions set forth in the Agreement, Customer will have the ability to broadcast digital communications looking to buy and sell Equipment, post firm offers to buy Equipment ("Name Your Own Price Tool"), initiate reverse auction opportunities for sellers of Equipment, and create watch lists for Equipment Customer is interested in purchasing and/or selling.

These communication tools require that ViewEquipment include, and Customer agrees to provide, contact information for Customer so that potential sellers and buyers can contact Customer directly and arrange for the purchase, sale and delivery of Equipment on such terms as Customer and the buyer or seller may agree. Customer therefore hereby consents to receiving email and other communications from potential buyers and sellers of Equipment and other users of the Website, whether solicited or unsolicited. If Customer does not want to receive such emails or other communications, Customer must advise ViewEquipment in writing of its decision not to receive any such emails or other communications and will subsequently not be allowed to participate in or utilize these or other services that normally require Customer's willingness to be contacted.

These communications services described above are provided solely to assist Customer in initiating and preliminarily negotiating the terms of transactions between Customer and third party buyers and sellers. All offers and acceptances, counteroffers and final agreements are by and between Customer and the buyers and sellers of such Equipment. ViewEquipment is not responsible or liable in any way in respect of any promises, covenants, or warranties of Customer or any third parties, or in respect of the actual sale, purchase or delivery of any Equipment.

SCHEDULE B

Fees and Charges

The Basic Subscription Fee for all Customers is $249.95 per month, charged monthly in advance. The Basic Subscription Fee entitles Customers to use and access all services provided by the Website, including unlimited posting of inventory, reverse auctions, name your own price offers, Requests for Quotes (RFQs), E-mail blasts such as “want to buy” or “want to sell” items, and the unlimited use of watch lists. Each user over the maximum of three incurs an additional charge of $10 per month.