REVOLUTIONS ONLINE MEMBERSHIP AGREEMENT

PLEASE READ THIS AGREEMENT CAREFULLY. BY EITHER CLICKING ON THE "I have read and agree to the service agreement above" BOX AND THE "NEXT" BUTTON OR BY SIGNING A PRINTED MEMBERSHIP FORM, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND ALL TERMS AND CONDITIONS INCORPORATED BY REFERENCE IN THIS AGREEMENT, INCLUDING REVOLUTIONS ONLINE'S PRIVACY POLICY. YOUR USE OF THE SERVICES ALSO CONSTITUTES ACCEPTANCE OF THIS AGREEMENT.

1. Introduction
This Service Agreement ("Agreement") is an agreement between Revolutions Online, LLLP a Colorado Limited Liability Limited Partnership (“RevolutionsOnline”), and the party set forth in the related Membership Form (“Member”) attached hereto and hereby incorporated by reference (together with any subsequent Membership Forms submitted by Member, the "Membership Form"), and applies to the purchase of all services (collectively, the "Services") ordered by Member. Such party is referred to in this Agreement as "Member". RevolutionsOnline reserves the right to reject this Agreement for any reason or no reason, prior to acceptance thereof by RevolutionsOnline. Activation of the Services shall indicate RevolutionsOnline's acceptance of this Agreement. Subject to the terms and conditions of this Agreement, RevolutionsOnline will provide to Member the Services selected by Member set forth on the Membership Form. RevolutionsOnline reserves the right to refuse service to anyone. Member hereby represents that he, she or it is either, an individual entering this Agreement, or a corporation, limited partnership or other legal entity, duly organized and in good standing under the laws of the state of its organization and the person acting on behalf of Member is duly authorized to accept, execute and deliver this Agreement on behalf of Member.

2. Amendment of Agreement. RevolutionsOnline reserves the right to amend or modify this Agreement and the Services from time to time. Member agrees to be bound by any changes RevolutionsOnline may reasonably make to this Agreement. Member agrees that RevolutionsOnline's posting of any amendments or modifications to the web page (http://www.revolutionsonline.com/legal/) shall constitute adequate notice to Member and that Member shall periodically consult this web page for any changes or amendments to this Agreement. RevolutionsOnline may, but is under no obligation to, provide additional notice of any amendment or modification of this Agreement to Member. If any material modification to this Agreement is unacceptable to Member it shall be Member's responsibility to terminate its membership as provided in Section 3 of this Agreement. If Member does not terminate the Agreement within 10 days of the material modification then Member's continued use will mean that Member has accepted the amended or modified Agreement.

3. Duration of Agreement, Continuity, and Cancellation Policy.

3.1 The term of this Agreement shall begin upon receipt of lawful funds and activation of the Services to Member. The term's length is chosen by Member from the options set forth in the Membership Form. Unless Member has elected the automatic renewal option on its Membership Form, forty-five (45) days prior to expiration of the initial term or any renewal term, RevolutionsOnline may provide notice to the Member by e-mail at the email address Member keeps on file with RevolutionsOnline of the expiration date of the then term. Such notice shall provide the Member with the option to renew for an additional term and the terms and conditions of such renewal. During the term of this Agreement, it cannot be terminated by Member for any reason other than a material modification as set forth in Section 2 of this Agreement.

3.2 This Agreement and the Services may be terminated by RevolutionsOnline, at any time, without notice, if either (i) in RevolutionsOnline's sole judgment Member has in any way breached this Agreement, or (ii) if Member's usage of the Services results in, or is the subject of, legal action or threatened legal action, against RevolutionsOnline or any of its affiliates, partners, owners, employees or agents, without consideration for whether such legal action or threatened legal action is eventually determined to be with or without merit (Termination for Cause). In the Event of a Termination for Cause, all prepaid membership fees will be forfeited and will not be refundable and Member shall be obligated to pay all unpaid fees and charges accrued prior to the effectiveness of such cancellation.

3.3 RevolutionsOnline may also terminate this Agreement and the Services in its sole discretion at any time for any or no reason, by giving Member 72 hours notice to the email address Member keeps on file with RevolutionsOnline. In the event of RevolutionsOnline executing such termination prior to the expiration of the then term of this Agreement, RevolutionsOnline's sole liability shall be to refund Member's unused prepaid membership fees.

3.4 Termination of this Agreement and the Services for any reason under this Section 3 will not result in the removal of the Member from RevolutionsOnline’s listing of licensed service professionals on its Website, nor the removal of any third party ratings of the Member previously, or in the future, posted on RevolutionsOnline’s Website. Removal of the Member’s listing or third party ratings remains in the sole discretion of RevolutionsOnline.

4. Billing, Payment, and Additional Services.

4.1 All fees for Services are due in advance and shall be in accordance with RevolutionsOnline's fee schedule posted on RevolutionsOnline’s website, revolutionsonline.com (the “RevolutionsOnline Website”), which is incorporated herein by reference and may be amended from time to time.

4.2 Member agrees that RevolutionsOnline may charge in advance all fees due for the Services ordered by Member under this Agreement to the credit card supplied by Member during registration or at any time thereafter and Member specifically agrees not to charge back, dispute or contest any payments RevolutionsOnline processes through Member's credit card.

4.3 If Member has elected the automatic renewal option, RevolutionsOnline will automatically renew your Services when it comes up for renewal and will take payment from the credit card supplied by Member during initial registration, unless otherwise notified by Member, at RevolutionsOnline's then current rates and terms and conditions.

5 Member Profile. Member agrees to maintain accurate information in its Profile by updating it on a timely basis. Failure by Member, for whatever reason, to respond within ten (10) business days to any inquiries made by RevolutionsOnline to determine the validity of information provided will constitute a breach of this Agreement entitling RevolutionsOnline to terminate this Agreement and the Services in accordance with Section 3.2. Member acknowledges that the information provided in its Profile will be made available to the public, and that Member has no expectation of privacy in such information. Member agrees that RevolutionsOnline may use and rely on any information provided by Member (whether provided for inclusion in Member’s Profile or otherwise) for all purposes in connection with the Services, subject to RevolutionsOnline’s Privacy Policy . If Member provides any information that is inaccurate, not current, false, misleading or incomplete, or if RevolutionsOnline has reasonable grounds to suspect that your information is inaccurate, not current, false, misleading or incomplete, RevolutionsOnline has the absolute right, in its sole discretion, to terminate its Services and this Agreement.

6 Member Ethics, Improper Use or Unlawful Conduct. As a licensed service professional, Member acknowledges that rules or codes of professional conduct or ethics ("Rules") of the jurisdictions in which Member is licensed may apply to aspects of Member's membership and Profile. Member agrees to abide by such Rules. RevolutionsOnline disclaims all responsibility for Member's compliance with these Rules. Member agrees not to use the Services for any purpose that is unlawful or prohibited by the terms and conditions of this Agreement. Furthermore, Member agrees to comply with any applicable local, state, federal and international laws, government rules or requirements.

7. Third Party Content.

7.1 Third party content, third party ratings, messages and services may appear on RevolutionsOnline.com or may be accessible through links from RevolutionsOnline.com. RevolutionsOnline is not responsible, and assumes no liability, for any mistakes, misstatements, defamation, slander, libel, omissions, falsehood or obscenity in the statements, opinions, representations or any other form of content contained in any third party content appearing on or accessible from RevolutionsOnline.com. Member acknowledges that the information and opinions in the third party content are neither endorsed by nor reflect the beliefs of RevolutionsOnline.

7.2 Notwithstanding Section 7.1, Member shall be entitled to submit a verification request of any third party rating of the Member’s services. Such verification shall be limited to RevolutionsOnline verifying that the third party submitting such rating intended that such rating be posted to the Member. In no event shall Member be entitled to request the identity of a third party submitting a rating. A verification request may be made by submitting such request to: ratings@revolutionsonline.com. RevolutionsOnline, in its sole discretion may remove the third party rating until such time as it determines that the third party rating was properly posted.

8. Account Security. Member is entirely responsible for maintaining the confidentiality of its password and account information. Member is responsible for any and all activities that occur under its account and agrees to notify RevolutionsOnline immediately of any unauthorized use of its account or any other breach of security. RevolutionsOnline will not be liable for any loss that Member may incur as a result of someone else using its password or account, either with or without Member’s knowledge. Furthermore, Member agrees that it could be held liable for losses incurred by RevolutionsOnline or another party due to someone else using its account or password. RevolutionsOnline specifically disclaims liability for any activity in Member’s account, whether authorized by Member or not.

9. Intellectual Property Rights.

9.1 Member acknowledges that RevolutionsOnline owns all trade names, trademarks, service marks, inventions, copyrights, trade secrets, patents, know-how and other intellectual property rights relating to the RevolutionsOnline Website and to the Services and their provision. Except as otherwise set forth below, Member further acknowledges and agrees that nothing in this Agreement shall constitute a license to Member to use, resell or trade under any of RevolutionsOnline's intellectual property. Notwithstanding the foregoing, RevolutionsOnline grants to Member a limited, revocable, non-sub licensable, non-exclusive license to use the following RevolutionsOnline trademarks exclusively in connection with Member’s promotional or marketing materials:

9.1.a Use of RevolutionsOnline member logo when requested in writing or provided by RevolutionsOnline staff. Such license shall terminate upon the expiration of the term of this Agreement.


9.2 The RevolutionsOnline Website contains content of other Members, other service professionals or organizations and other RevolutionsOnline licensors. Except for content posted by Member, Member may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any content appearing on or through the RevolutionsOnline Website or Services.

9.3 Member agrees that RevolutionsOnline may include Member’s name in marketing or promotional materials listing RevolutionsOnline members or customers.

10. Web Site, E-Commerce and Member Warranties. Member shall assume sole responsibility for (a) acquiring any authorization(s) necessary for hypertext links to the Member’s or any third party’s web sites contained in Member’s Profile, (b) the accuracy of materials on such web site(s), including, without limitation, Member content, descriptive claims, warranties, guarantees, nature of business, and address where business is conducted, and (c) ensuring that the Member content does not infringe or violate any right of any third party. Notwithstanding the foregoing, RevolutionsOnline reserves the right, in its sole discretion, to exclude or remove any hypertext links to web sites, any Member content, or other content not supplied by RevolutionsOnline which, in RevolutionsOnline's sole reasonable discretion, may violate or infringe any law or third party rights or which otherwise exposes or potentially exposes RevolutionsOnline to civil or criminal liability or public ridicule, provided that such right shall not place an obligation on RevolutionsOnline to monitor or exert editorial control over content posted to the RevolutionsOnline Website by either the Member or other members. RevolutionsOnline shall in no way be responsible for either the Member's or any other member’s conduct or actions.

11. Disclaimer of Warranty. THE SERVICES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. NEITHER REVOLUTIONSONLINE, ITS OWNERS, EMPLOYEES, AGENTS, OR AFFILIATES MAKES ANY WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, FOR THE SERVICES PROVIDED IN CONJUNCTION THEREWITH. NEITHER REVOLUTIONSONLINE NOR ITS OWNERS, EMPLOYEES, AGENTS, OR AFFILIATES MAKES ANY WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO ANY OF THEM MAKE ANY WARRANTIES AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION CONTAINED IN OR PROVIDED THROUGH THE SERVICES. REVOLUTIONSONLINE IS NOT LIABLE, AND EXPRESSLY DISCLAIMS ANY LIABILITY, FOR THE CONTENT OF ANY DATA TRANSFERRED EITHER TO OR FROM MEMBER OR STORED BY MEMBER VIA THE SERVICES PROVIDED BY REVOLUTIONSONLINE. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY ANY REVOLUTIONSONLINE EMPLOYEE, OWNER, OR AGENT WILL CREATE A WARRANTY; NOR MAY MEMBER OR ANY OF MEMBER'S OWNERS, EMPLOYEES, OR AGENTS RELY ON ANY SUCH INFORMATION OR ADVICE. The terms of this Section shall survive any termination of this Agreement.

12. Indemnification. Member agrees to indemnify, defend and hold harmless RevolutionsOnline and any parent, subsidiary or affiliated companies, and each of their respective owners, employees, agents and affiliates (each an "indemnified party" and, collectively, "indemnified parties") from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative), and expenses (including, but not limited to, reasonable attorney's fees) threatened, asserted, or filed by a third party against any of the indemnified parties arising out of or relating to Member's use of the Services, any violation by Member of this agreement, any breach of any representation, warranty or covenant of Member contained in this Agreement or any acts or omissions of Member. The terms of this Section shall survive any termination of this Agreement.

13. Limitation of Liability.

13.1 Member agrees neither RevolutionsOnline nor any of its employees, owners, or agents shall be held responsible or liable for situations where the Services are accessed by third parties through illegal or otherwise unauthorized means, including situations where such data is accessed through the exploitation of security gaps, weaknesses or flaws (whether known or unknown to RevolutionsOnline at the time) which may exist in the Services or RevolutionsOnline's equipment used to provide the Services.

13.2 Under no circumstances, including negligence, shall RevolutionsOnline or any of its employees, owners, or agents be liable for any indirect, incidental, special, consequential or punitive damages, or loss of profits, revenue, data or use by Member, whether in an action in contract or tort or strict liability or other legal theory, even if RevolutionsOnline has been advised of the possibility of such damages. Neither Revolutions nor any of its employees, owners, agents of affiliates shall be liable to Member for any loss or damages that result or are alleged to have resulted from the use of or inability to use the Services, or that results from mistakes, omissions, interruptions, deletion of files, loss of data, errors, viruses, defects, delays in operations, or transmission or any failure of performance, whether or not limited to acts of God, communications failure, theft, destruction or unauthorized access to RevolutionsOnline's records, programs, equipment or services.

13.3 Notwithstanding anything to the contrary in this Agreement, RevolutionsOnline's maximum liability under this Agreement for all damages, losses, costs and causes of actions from any and all claims regardless of the legal theory or the nature of the cause of action shall not exceed the actual dollar amount paid by Member for the Services which gave rise to such damages, losses and causes of actions during the twelve (12) month period prior to the date the cause of action arose or the injury or loss occurred.

13.4 This limitation of liability reflects an informed and voluntary allocation of risks between the parties and applies to risks both know and unknown that may exist in connection with this Agreement. The terms of this Section shall survive any termination of this Agreement.

14. Prohibited Uses and Activities. RevolutionsOnline may immediately take corrective action, including removal of all or a portion of the Member's content or discontinuance of any Services if Member, or anyone accessing Member's account, engages in any of the prohibited Uses or Activities set forth below. Member hereby agrees that RevolutionsOnline shall have no liability to Member due to any corrective action that RevolutionsOnline may take (including, without limitation, discontinuance of Services).

A. Violations of Intellectual Property Rights. Member agrees that it shall not violate any intellectual property rights and that it shall not resell services to any party which violates intellectual property rights. Any violation of any individual or entity's intellectual property rights including, rights of privacy and rights of publicity are prohibited. RevolutionsOnline is required by law to remove or block access to content appearing on or through the Services upon receipt of proper notice of copyright infringement (see "Copyright Infringement Notice Information" below).

B. Other Illegal Activities. The use of the Services to engage in any activities that are determined by RevolutionsOnline, in its sole and absolute discretion, to be illegal or which in RevolutionsOnline's opinion are likely to be found to be illegal is prohibited. RevolutionsOnline will cooperate fully with appropriate law enforcement agencies in connection with any and all illegal activities occurring on or through the Services.

C. Defamatory, Abusive or Threatening Language. Use of the Services to store, post, transmit, display or otherwise make available defamatory, harassing, obscene, abusive or threatening language is prohibited.

D. Other Prohibited Activities. Engaging in any activity that, in RevolutionsOnline's sole and absolute discretion, disrupts, interferes with or is harmful to (or threatens to disrupt, interfere with, or be harmful to) the Services, RevolutionsOnline's business, operations, reputation, goodwill, members and/or member relations, or the ability of RevolutionsOnline's members to effectively use the Services is prohibited. Such prohibited activities include making available any program, product or service that is designed to or could be used to violate this Agreement.

15. Copyright Notice Infringement Information. Pursuant to the Digital Millennium Copyright Act, RevolutionsOnline has adopted a policy that provides for suspension and possible termination of Member profiles that are found to infringe on copyrights of third parties. Member expressly acknowledges that it is aware of this provision and Member waives any claims it may have should it be injured or its business damaged in any form by the enforcement of this provision. If a copyright holder believes that there has been a violation of their copyright on a Member profile and the copyright holder demands that RevolutionsOnline remove the material in question, RevolutionsOnline will remove or block access to the material, provide notice to the Member and proceed as dictated by Title II of the Digital Millennium Copyright Act (17 U.S.C.A. § 512). All notices of alleged copyright infringement through RevolutionsOnline should be sent to:

Revolution Online LLLP
Legal Department - Copyright Services
10875 Dover Street, Suite 300
Westminster, CO 80021
Telephone (720) 540-4435
Facsimile (720) 540-4423
PR@revolutionsonline.com


16. Force Majeure. RevolutionsOnline shall not be liable for failure or delay in performing its obligations hereunder if such failure or delay is due to circumstances beyond its reasonable control, including, without limitation, acts of any governmental body, war, insurrection, sabotage, embargo, fire, flood, strike or other labor disturbance, interruption of or delay in transportation, unavailability of, interruption or delay in telecommunications or third party services, failure of third party software or hardware or inability to obtain raw materials, supplies or power used in or equipment needed for provision of the Services.

17. Governing Law; Jurisdiction; Arbitration. This Agreement shall be governed in all respects by Colorado law without regard to the conflict of law provisions thereof. Both parties submit to personal jurisdiction in Colorado. Any controversy or claim arising out of, relating to or in connection with this Agreement, or the breach thereof, shall be subject to arbitration administered by the American Arbitration Association ("AAA") in accordance with its then existing Commercial Arbitration Rules (collectively, the "AAA Rules") and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The place of arbitration shall be Denver, Colorado, or any other place selected by mutual agreement of the parties. An award rendered in connection with an arbitration pursuant to this Section shall be final and binding upon the parties and the parties agree and consent that the arbitral award shall be conclusive proof of the validity of the determinations of the arbitrations set forth in the award, and any judgment upon such an award may be entered and enforced in any court of competent jurisdiction. The parties agree that the award of the arbitral tribunal will be the sole and exclusive remedy between them regarding any and all claims and counterclaims between them with respect to the subject matter of the arbitrated dispute. The parties hereby waive all in personal jurisdictional defenses in connection with any arbitration hereunder or the enforcement of an order or award rendered pursuant thereto. In any legal action, the prevailing party will be entitled to recover all legal expenses incurred in connection with the action, including but not limited to its costs, both taxable and non-taxable, and reasonable attorney's fees. The terms of this Section shall survive any termination of this Agreement.

18. Assignment. RevolutionsOnline may assign this agreement at any time and without notice to Member. Member shall not have the right to assign, sublicense or otherwise transfer this Agreement or any of its rights to Services without the prior written consent of RevolutionsOnline. This Agreement shall be binding upon and inure to the benefit of Member and RevolutionsOnline and their successors and permitted assigns.

19. Entire Agreement; Severability. This Agreement, together with the Membership Form, the Privacy Policy and any other documents or agreements identified in this Agreement, represents the entire agreement between the parties, and supersedes all previous representations, understandings or agreements. Any statement of a general nature, which may be posted on RevolutionsOnline’s Web site or contained in RevolutionsOnline’s promotional materials, will not bind RevolutionsOnline. If any provision of this Agreement shall be held by a court of competent jurisdiction to be invalid, unenforceable, or void, the parties agree that the remainder of this Agreement shall remain in full force and effect.

20. General Provisions. Failure of any party to enforce any provision of this Agreement will not constitute or be construed as a waiver of such provision or of the right to enforce such provision. The headings and captions contained in this Agreement are inserted for convenience only and do not constitute a part of this Agreement.