Last updated: June 1, 2012

THIS USER TERMS AND CONDITIONS (THIS "AGREEMENT") GOVERNS YOUR USE OF THE SITE (AS DEFINED BELOW) AND THE SERVICES (AS DEFINED BELOW). IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU ARE NOT GRANTED PERMISSION TO ACCESS OR OTHERWISE USE THE SITE.

Acceptance of Agreement

This Agreement states the terms and conditions under which you may use the website located at www.bidawiz.com and any related web sites or other access points made available by Bidawiz, Inc. (the "Site"), all data, text, graphics, news, reports, code, software and other materials as well as third party content available through the Site (collectively, the "Content") and all Services available through the Site, as described in more detail below (the "Services"). Please read this Agreement carefully. By using the Site and the Services you acknowledge that you have read, understood and agree to be legally bound by this Agreement.

Bidawiz, Inc. ("Bidawiz," or "We") reserves the right to update or modify this Agreement at any time and from time to time. When we make changes to this Agreement, we will revise the "last updated" date at the top of this Agreement. If there are material changes to this Agreement, we will notify you of any such modifications by posting a message on the Site. We encourage you to periodically review this Agreement. Your continued use of the Site after any changes or revisions to this Agreement shall indicate your agreement with the terms of this Agreement.

The Services

Description of the Site and Services; No Relationship With Users. The Site acts a referral community to allow you to submit questions and jobs to certain accounting and/or finance professionals who have contracted with Bidawiz to provide answers and services (the "Professionals"). Once you and a Professional are connected via the Site, all interactions between you and such Professional are directly between you and such Professional, and we do not have any involvement in those interactions. In addition to acting as a referral community, the Site also provides a searchable database of questions and answers provided by the Professionals (the "Knowledgebase"). The Knowledgebase is not intended to be a substitute for personalized professional advice. The Site also provides a searchable database of articles provided by BIDaWIZ and the Professionals (the "Newsletter"). The Newsletter is not intended to be a substitute for personalized professional advice. Always seek the specific advice of a qualified professional with any questions you may have regarding accounting and/or finance issues. Separately, we do not offer or provide any investment advice or services or opinion regarding the nature, potential, value, suitability or profitability of any particular security, portfolio of securities, transaction or investment strategy. We have the right, but not the obligation, to edit, modify, filter, screen, or otherwise monitor the content of questions, answers, jobs, profiles, qualifications or comments or have any obligation to monitor the content. As a result, we have no control over the quality, safety or legality of the answers given or the services provided, the truth or accuracy of the answers or services, the ability of Professionals to answer questions, provide services or the ability of users to pay for answers or services. We cannot ensure that a user or a Professional will actually complete a transaction. You acknowledge that no relationship (such as partnership, agent, joint venturer, employee, or professional-client) is created between you and Bidawiz by formation of this Agreement or by your use of the Site or Services.

IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY OPINION, ADVICE OR OTHER CONTENT AVAILABLE THROUGH THE SITE OR THE SERVICES. THE OPINIONS, ADVICE, SERVICES, OR OTHER CONTENT PROVIDED BY THE PROFESSIONALS THROUGH THE SITE ARE PROVIDED BY THE PROFESSIONALS AND NOT BY BIDAWIZ. NEITHER THE FORMATION OF THIS AGREEMENT NOR YOUR USE OF THE SITE AND/OR THE SERVICES CREATE A PROFESSIONAL-CLIENT RELATIONSHIP BETWEEN YOU AND BIDAWIZ, AND NEITHER ARE THE SUBJECT OF PRIVILEGE, CONFIDENTIALITY OR OTHER FIDUCIARY STANDARDS ASSOCIATED THEREWITH.

Restrictions on Use. You must be at least eighteen (18) years of age to register for the Services. Only one individual may access a Service at the same time using the same user name or password, unless we agree otherwise. While you may download, store and create an archive of articles from the Service for your personal use, you may not otherwise provide access to such an archive to other individuals or businesses. You are only permitted to submit questions or jobs related to accounting and/or finance; any questions, jobs or content that you submit that is unrelated to these subject matters may be removed at our sole discretion. You shall not submit any question, job or content that is fraudulent, inaccurate, misleading, infringes on any third party rights or violates any laws, rules or regulations. You are prohibited from (i) soliciting other users of the Site or Services to use competing sites or services, and (ii) attempting to contact a professional outside of the Site, without our express written consent. We may modify the Site and/or Services at any time in our sole discretion without notice to you. The premium subscription services such as the Knowledgebase or Newsletter may provide a free trial or introductory offer. If such an offer is provided, access is limited to one per household or office and per email address at any given point in time. In addition, there is a limit of one trial per person and per email address in any given twelve-month period unless otherwise stated in the offer.

Registration. In order to use the Services, registration is required. During the registration process for the Services, you will select a unique sign-in name ("Sign-In Name") and a password ("Password"), and we may also request that you provide certain additional information that will assist in authenticating your identity when you log-in in the future ("Unique Identifiers"). Examples of Unique Identifiers may include mother's maiden name, the make of your first automobile and the name of your favorite pet. Each Sign-In Name and corresponding Password may only be used by one Customer. You are solely responsible for the confidentiality and use of your Sign-In Name, Password and Unique Identifiers, as well as for any use, misuse or communications entered through the Site using one or more of them. You will promptly inform us of any need to deactivate a Password or Sign-In Name, or change any Unique Identifier. We reserve the right to delete or change your Password, Sign-In Name or Unique Identifier at any time and for any reason.

Fees; Billing. During the registration process, you may also be responsible for providing a valid credit card number. You represent and warrant that you are an authorized user of such credit card, and you agree to pay all charges resulting from your use of the Site and the Services, including any unauthorized charges incurred prior to your notifying us of such charges. You agree that we may pass your credit card information and related personally identifiable information to our designated service provider(s) for their use in charging you for the Services. All charges are exclusive of sales or other taxes, and you are responsible for payment of any applicable state, local and city taxes. The Professionals set the prices for the referral community service they provide, and such fees are ultimately received by the Professionals. We receive referral fees from the Professionals for introductions that are made via the Site. We do not guarantee that each Professional will provide an answer or service up to your standards. Once paid, all fees are non-refundable. In addition, when subscribing to a premium service such as our premium Knowledgebase or Newsletter, you will need to provide us with your name, username, password, email address, and billing address, as well as your credit card information. We will bill all charges automatically to your credit card once any trial period expires. If you don't cancel your subscription within the trial or introductory offer period, we will charge the credit card you provided during the sign-up process. Subscription fees will be billed at the beginning of your subscription or any renewal. Unless we state in writing otherwise, all fees and charges are nonrefundable. You also agree to maintain and update your information as necessary so that it remains accurate and current. In the event that any information you provide is inaccurate or not up-to-date, BIDaWIZ reserves the right to cancel your subscription. BIDaWIZ reserves the right to increase a subscription fee or institute new charges upon reasonable notice.

United States Use Only

The Site is intended to be used only by users who are residents of the United States. Users who access the Site from outside the United States do so at their own initiative and risk and are responsible for compliance with all applicable laws.

Intellectual Property Rights.

General. You acknowledge that the Site and various elements contained therein are protected by copyrights, trademarks, trade secrets, patents, or other proprietary rights, and that these worldwide rights are valid and protected in all forms, media, and technologies existing now and hereinafter developed. You also acknowledge that the Content is and shall remain the property of Bidawiz or its licensors. You agree to comply with all intellectual property laws and you shall not encumber any interest in, or assert any rights to, the Content. You may not modify, transmit, distribute, participate in the sale or transfer of, or create derivative works based on any Content, in whole or in part.

Bidawiz Marks. are trademarks and service marks of Bidawiz (the "Bidawiz Trademarks"). Other company, product, and service names and logos used and displayed on the Site may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Bidawiz. Nothing on this Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the Bidawiz Trademarks displayed on the Site, without our prior written permission in each instance. All goodwill generated from the use of the Bidawiz Trademarks will inure to our benefit.

Copyright Complaints.If you believe the Site contains Content that infringes your copyright, please contact our copyright agent at Ryan Himmel, email: admin@BIDaWIZ.com, Mailing Address: 412 Broadway, 2nd floor, New York, New York, 10013 with the following information:

• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
• A description of the copyrighted work that you claim has been infringed;
• A description of where the material that you claim is infringing is located on the Site;
• Your address, telephone number and email address;
• A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and
• A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or duly authorized to act on the copyright owner's behalf.

Unsolicited Information

By submitting any unsolicited information and materials, including comments, ideas, questions, designs, and other similar communications (collectively, "Unsolicited Information") to us through the Site, you agree to be bound by the following terms and conditions. If you do not agree with these terms and conditions, you should not provide any Unsolicited Information through the Site. All Unsolicited Information will be considered non-confidential and non-proprietary. We, or any of our affiliates, may use such communication or material for any purpose whatsoever, including, but not limited to, reproduction, disclosure, transmission, publication, broadcast, and further posting. Further, we and our affiliates are free to use any ideas, concepts, know-how, or techniques contained in any communication or material you send to the site for any purpose whatsoever, including, but not limited to, developing, manufacturing, and marketing products. By submitting any Unsolicited Information, you are granting us a perpetual, royalty-free and irrevocable right and license to use, reproduce, modify, adapt, publish, translate, distribute, transmit, publicly display, publicly perform, sublicense, create derivative works from, transfer and sell such Unsolicited Information and to use your name and other identifying information in connection with such Unsolicited Information.

Links to Other Web Sites

The Site may periodically provide links to third party websites ("Third-Party Sites"). This Agreement governs only the Site and not any Third Party Sites. Our decision to link to a Third-Party Site is not an endorsement of the content or services in that linked Third Party Site. If you decide to access linked Third-Party Sites, you do so at your own risk. You should direct any concerns regarding any Third-Party Sites to the administrator of the applicable Third-Party Site. We also prohibit the use of any links to the Site from any other websites unless establishment of such a link is approved in advance by us in writing. You may not frame any elements of this Site with any other website.

Advertisements on this Site

We, in our sole discretion, may post the advertisements of third parties on the Site. The display of advertisements on the Site is not intended as and does not in any manner constitute a recommendation, endorsement, or approval of the advertiser or its services by us. Your correspondence or any other dealings with advertisers found on the Site are solely between you and such advertiser and we are not responsible or liable for the statements or conduct of any third party, nor for any loss or damage incurred as a result of any such dealings or as the result of the presence of such advertisers on the Site.

No Responsibility for Connectivity

You agree that you are responsible for the means you use to access the Site and all costs associated therewith. You understand that we are not responsible for the performance of your hardware, software, the Internet, your Internet service provider and other third parties involved in connecting you to the Site.

Security of the site

ACTUAL OR ATTEMPTED UNAUTHORIZED USE OF THE SITE MAY RESULT IN CRIMINAL AND/OR CIVIL PROSECUTION. WE RESERVE THE RIGHT TO VIEW, MONITOR, AND RECORD ACTIVITY ON THE SITE WITHOUT NOTICE OR PERMISSION FROM YOU. ANY INFORMATION OBTAINED BY MONITORING, REVIEWING, OR RECORDING IS SUBJECT TO REVIEW BY LAW ENFORCEMENT ORGANIZATIONS IN CONNECTION WITH INVESTIGATION OR PROSECUTION OF POSSIBLE ILLEGAL ACTIVITY ON THE SITE. WE WILL ALSO COMPLY WITH ALL COURT ORDERS AS WELL AS ALL LAW ENFORCEMENT AND REGULATORY INQUIRIES INVOLVING REQUESTS FOR SUCH INFORMATION. YOU WARRANT AND REPRESENT THAT YOU SHALL NOT INTRODUCE ANY MALICIOUS CODE, COMMANDS, INSTRUCTIONS, PROGRAMS OR OTHER INTERNAL COMPONENTS (E.G., A VIRUS, WORM, TIME BOMB, TROJAN HORSE, BACK DOOR OR SIMILAR COMPONENT) WHICH MAY BE USED TO ACCESS, ALTER, DELETE, DESTROY, DAMAGE, DISABLE OR RESTRICT USE OF THE SITE, THE SERVICES OR ANY OF OUR SYSTEMS.

Disclaimer of Warranties

YOU ACKNOWLEDGE AND AGREE THAT THIS SITE AND THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. NONE OF BIDAWIZ, ITS AFFILIATES, SUBSIDIARIES OR ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS (COLLECTIVELY THE "BIDAWIZ PARTIES") GUARANTEES THE ACCURACY, COMPLETENESS, TIMELINESS, RELIABILITY, SUITABILITY OR USEFULNESS OF ANY PORTION OF THE SITE OR SERVICES. NONE OF THE BIDAWIZ PARTIES WARRANT THAT THE SITE OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT THE SITE, ITS SERVER OR ANY FILES AVAILABLE FOR DOWNLOADING THROUGH THE SITE ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL ELEMENTS. YOU EXPRESSLY AGREE THAT THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SITE AND THE ACCURACY, TIMELINESS OR COMPLETENESS OF THE CONTENT OR SERVICES IS ASSUMED SOLELY BY YOU. NONE OF THE BIDAWIZ PARTIES MAKE ANY, AND HEREBY SPECIFICALLY DISCLAIM ANY AND ALL, REPRESENTATIONS, ENDORSEMENTS, GUARANTEES, AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SITE, OR SERVICES, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SITE AND/OR SERVICES IS TO STOP USING THE SITE AND/OR SERVICES.

You acknowledge that while we may, in our sole discretion, use commercially reasonable efforts to verify the Professionals' qualifications, we provide no assurance that the person answering your question or providing a service has any expertise or qualifications to provide such answers or service. If you do not like any answer or service for any reason, your sole remedy is to disregard the answer or the work performed.

Limitation of Liability

UNDER NO CIRCUMSTANCES WILL ANY OF THE BIDAWIZ PARTIES BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR USE OF THE SITE OR RELIANCE ON INFORMATION OBTAINED THROUGH THE SITE OR THE SERVICES, OR ARISING FROM ANY DISPUTE BETWEEN YOU AND A PROFESSIONAL OR OTHER USER OF THE SITE. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THE SITE AND THE SERVICES. IN NO EVENT SHALL ANY OF THE BIDAWIZ PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THE SITE, THE CONTENT, THE SERVICES, OR THIS AGREEMENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR NEGLIGENCE, CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES, IN SUCH JURISDICTIONS BIDAWIZ'S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

Indemnification.

You agree to defend, indemnify and hold the Bidawiz Parties harmless from and against any and all claims, losses, liabilities, and expenses (including attorneys' fees) arising from your use of the Site or Services or breach of any of the terms of this Agreement.

Use of Personal Data

Your use of the Site may involve the transmission to us of certain personally-identifiable information, such as your first and last name, mailing address, email address, phone number, fax number, [and, in the case of Professionals, professional credentials] (collectively, "Personal Data"). Our policies with respect to the collection and use of Personal Data are governed according to our Privacy Policy, which is hereby incorporated by reference in its entirety.

Termination

We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Site or Services, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of this Site at any time without prior notice or liability. You may terminate this Agreement at any time upon the provision of written notice to us by email to: admin@BIDaWIZ.com, or via hard copy mail directed to: 412 Broadway, 2nd floor, New York, New York, 10013. Your access to the Site will be terminated within [24 hours] of our receipt of your notice of termination.

Electronic Communications and Contracting

This Site may contain additional agreements and disclosures in electronic form. By assenting to this Agreement, you agree that a printed version of this Agreement and other agreements entered into by you on the Site in electronic form shall be admissible in judicial or administrative proceedings to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Miscellaneous

In the event that any portion of this Agreement is held to be invalid or unenforceable, such portion shall be construed in accordance with the applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of this Agreement shall remain in full force and effect. The sections of this Agreement entitled limitation of liability, indemnification, miscellaneous shall survive the termination of this Agreement. The paragraph headings herein are provided only for reference and shall have no effect on the construction or interpretation of this Agreement. You expressly absolve and release the Bidawiz Parties from any claim of harm resulting from a cause beyond their control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes or other labor problems, wars, terrorist activities or governmental restrictions. You may not assign this Agreement. No waiver shall be effective unless in writing. Neither the course of conduct between parties nor trade practice shall act to modify any provision of this Agreement. This Agreement and any other agreements between the parties entered into through this Site shall be governed by and construed in accordance with the laws of the State of New Jersey. Except for proceedings commenced by us to protect our intellectual property or confidential information which may be brought in any court of competent jurisdiction, the parties mutually agree that any and all disputes arising hereunder shall be resolved exclusively by state or federal courts located in the State of New York. This Agreement contains the entire agreement of the parties concerning the Site and supersedes all existing agreements and all other oral, written or other communication between the parties concerning its subject matter. You shall comply with all laws, rules and regulations which are now or hereinafter promulgated by any government authority or agency which govern or apply to the operation and use of the Site. Without limiting the generality of the foregoing, you expressly agree to comply with such restrictions and not to export or re-export any of the Content or Services to countries or persons prohibited under the export control laws of the United States. You are prohibited from any use of the Site and Services that would constitute an illegal offense, give rise to liability or otherwise violate any applicable local, state, national or international law or regulation. All rights not expressly granted herein are reserved by us.

Circular 230 Disclosure:

Pursuant to regulations governing practice before the Internal Revenue Service, any tax advice contained herein is not intended or written to be used and cannot be used by a taxpayer for the purpose of avoiding tax penalties that may be imposed on the taxpayer.

Thank you for your cooperation

We hope you find the Site and the Services helpful and convenient to use! Questions or comments regarding the Site or the Services, including any reports of non-functioning links, should sent to us via email at: admin@BIDaWIZ.com or via U.S. mail to 412 Broadway, 2nd floor, New York, New York, 10013

BY SELECTING THE CHECKBOX "I ACCEPT THE TERMS & CONDITIONS" ON THE CUSTOMER REGISTRATION PAGE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THIS AGREEMENT.