USER AGREEMENT

Introduction

Welcome to Nursery Network.com. This Member Agreement (“Agreement”) describes the terms and conditions applicable to the registered users (“Members”) of the service (“Service”) provided by Nursery Network, LLC. (“Nursery Network”) through the Nursery Network website at www.NurseryNetwork.com, as the Service may be revised, augmented, superseded, enhanced, modified, or supplemented from time to time. Please read this entire Agreement carefully. BY ENTERING YOUR LOGIN ID AND PASSWORD AND CLICKING THE “ENTER” BUTTON, YOU ARE INDICATING THAT YOU HAVE THE AUTHORITY AND ABILITY TO MAKE LEGALLY BINDING CONTRACTS AND THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. If you do not agree to all of these terms, Nursery Network is unwilling to provide the Service to you and you should not enter your Login ID and Password and click on the "Enter" button. If you do not accept these terms and conditions or if you have questions that cannot be answered at the Nursery Network Site, please contact us by sending an e-mail message to;

customerservice@NurseryNetwork.com.

Nursery Network suggests you print and keep a copy of this Agreement.

Eligibility. The Service is available to Buyers and Sellers of horticulture and floriculture, as well as providers of support products and services for the horticulture and floriculture industry, who agree to abide by this Agreement. The Service is available only to Members in good standing. Nursery Network retains the sole right to determine whether a Member is in good standing and to restrict access of any Member or remove any Member from good standing for any reason without prior notice. In addition, Nursery Network may restrict or terminate Member access if Nursery Network determines in its sole discretion that Member’s continued use of the Service may expose Nursery Network or any other Member to potential liability or the threat of litigation.

Amendments. Nursery Network may amend this Agreement at any time by posting amended terms on the Nursery Network Site. All amended terms shall automatically become effective ten (10) days after they are posted on the Nursery Network Site.

Buyer/Seller. Except as expressly stated, the terms of this Agreement apply equally to sellers of goods through the Service (“Sellers”) and buyers of goods through the Service (“Buyers”). In an individual transaction, a Member may act as either the Seller or Buyer and any Seller-specific or Buyer-specific terms will apply to the Member for such transaction.

1.      DESCRIPTION OF SERVICE

Role of Nursery Network. The Service acts as the venue for Buyers and Sellers to communicate with each other and negotiate for the sale and delivery of goods. Nursery Network is not involved in the actual sales transaction between Buyers and Sellers except to provide the venue for the Service. Nursery Network does not participate in the procurement of, delivery of, or payment for any goods by Buyers or Sellers. As a result, Nursery Network has no control over the quality of the goods, the truth or accuracy of listings, the timely performance of Buyers or Sellers, the ability of Sellers to sell goods, or the ability of Buyers to buy goods. Nursery Network cannot and does not control whether or not Sellers will complete the delivery of goods they offer or whether or not Buyers will complete the purchase of goods Buyers have ordered.

Account and Password. Member will receive an account id, login ID(s) and password(s) upon completing the registration process. Member’s login ID(s) and password(s) will allow Member to access the Service and will be required for use of the Service. Member is responsible for maintaining the confidentiality of Member’s username(s) and password(s), and is responsible for all activities that occur under Member’s username(s) or account. Nursery Network cannot and will not be liable for any loss or damage arising from unauthorized use of Member’s account, username(s) or password(s). Member agrees that Nursery Network and other Members of the Service shall be entitled to rely without further inquiry upon any information provided through access to the Nursery Network Site through Member’s account, username(s) and password(s) as if it were provided by Member. In the event that Member is capable of creating additional usernames under Member’s account, then all use of the Service under such usernames shall be attributed to Member’s account, and shall be deemed to be use by Member hereunder and shall be Member’s sole responsibility.

Standards of Behavior. Member will not (i) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the functionality, performance or integrity of the Service or other systems, including, but not limited to, any virus, worm, Trojan horse or any other contaminating or destructive features, (ii) use the Service in a way that interferes or attempts to interfere with the functionality, performance or integrity of the Service, (iii) impersonate any person or entity, including, but not limited to Nursery Network, a Nursery Network employee, or another Member, or falsely state Member’s affiliation with a person or entity, or (iv) forge, disguise or otherwise manipulate any identification information associated with Member’s use of the Service.

System Requirements. In order to use the Service Member must obtain at its own expense Internet access and all hardware and software necessary for reliably accessing and using the Service.

2.      HOW THE SERVICE WORKS

Buyer Initiated Sales. Sellers can include in Nursery Network’s database, available for searching by Buyers, horticulture and floriculture items from the Sellers’ product lists including but not limited to terms for price, quantity, and availability. If Buyer makes an offer to purchase horticulture or floriculture from a particular Seller, Seller may respond with terms for handling, delivery, and other additional terms and information or Terminate the ordering process. If the response from Seller is acceptable, Buyer may issue an electronic Firm Order through the Nursery Network Site or respond with new or additional terms. If the response from Seller is not acceptable buyer may Terminate the ordering process. Any Firm Order issued by a Buyer or Seller forms a binding contract.

Binding Obligations. By registering to use the Service, Member agrees that (i) any Firm Order shall form a firm binding contract between Buyer and Seller in accordance with the terms of the Firm Order; and (ii) any accepted Firm Order creates Service fee obligations from Seller to Nursery. Member acknowledges that by “clicking” on webpage buttons in the Service, Member can create binding obligations without any further action by or notice to Member. Each Member shall be considered a third-party beneficiary of this Agreement with respect to another Member only to the extent necessary to enforce its contract rights against another Member. Sellers and Buyers are solely responsible for payment and collection obligations that arise from contracts formed on the Nursery Network Site.

3.      MEMBER OBLIGATIONS – BUYERS AND SELLERS

Transaction Status. It is Member’s responsibility on each business day to review the Nursery Network Site and the status of all Pending Orders and Firm Orders in which Member has participated and any emails or other communications sent to Member in connection with the Service. In the event that Member has reason to believe that the Service contains erroneous information about Member or transactions in which Member has participated, Member will immediately notify Nursery Network at

customerservice@NurseryNetwork.com.

Good Faith Use. Each Member shall use the Service in good faith and in its intended manner to consummate business transactions through the Service and will not directly or indirectly circumvent or participate in the circumvention of the Seller’s fee payment obligation to Nursery Network in any manner, including, without limitation, by consummating with another Member outside the Service any business transaction arising from or related to a listing, a Pending Order, or Firm Order entered on the Service. Member will not attempt or cooperate with an attempt to circumvent the Seller’s fee obligation to Nursery Network. Further, all Members shall, as a matter of common practice, respond to all New Orders, Pending Orders, and Firm Orders through their account on the Nursery Network system.

4. FEES AND INFORMATION

Fee Structure charged to Seller:

The below listed fees are due 60 days from the date of delivery of any "uploaded material" sold through Nursery Network. There is NO FEE  to participate and sell  plant material through the Request For Bid system.

• 4% fee for all material sold, when sales through Nursery Network are 0- $14,999 for any given month on "uploaded material"
• 3% fee for all material sold, when sales through Nursery Network are $14,999 - $39,999 for any given month on "uploaded material"
• 2% fee for all material sold, when sales through Nursery Network are $40,000+ for any given month on "uploaded material"

Fee Structure charged to Buyer: Currently there is a no annual membership fee.

Seller’s Duty to Update Product Information. It is solely Sellers duty to input and update Seller's list of products available to Buyers on the Nursery Network website, Nursery Network may from time to time assist Seller in this regard but in no instance is Nursery Network required to do so.

5. MEMBER INFORMATION.

"Member Information" shall mean any and all information Member provides to Nursery Network, including Firm Order and listing information and any information provided to Nursery Network by a Seller for use in Seller’s “Electronic Catalog.” Member agrees to the terms of Nursery Network’s Privacy Policy, as it may be amended by Nursery Network from time to time. Such privacy policy is incorporated herein by reference. Member hereby grants to Nursery Network a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, license to use, copy, display, perform, digitally perform, distribute, modify, and integrate with other works Member Information as permitted in the privacy policy and in furtherance of providing, maintaining or improving the Service and other services provided to Member. Member shall provide true, accurate, current and complete Member Information upon registration (or, in the case of Electronic Store Front information, at a time mutually agreed by the parties) and agrees to maintain and promptly update the Member Information to keep it true, accurate, current, and complete. Member represents, warrants and covenants that the sale of Member’s goods through the Service (if Member is a Seller) and Member’s use of the Service shall not: (a) infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (b) violate any law, statute, ordinance or regulation (including without limitation those governing export control, dealer agreements, unfair competition, anti-discrimination or false advertising); or (c) be defamatory, trade libelous, unlawfully threatening or unlawfully harassing or obscene.

6. INTELLECTUAL PROPERTY RIGHTS.

The entire contents of the Service and the Nursery Network Site are the intellectual property of Nursery Network. As between the parties, Nursery Network is the exclusive owner or licensee of any and all copyrights, trademarks, servicemarks, and any other intellectual property right of materials related to the Service and the Nursery Network Site. Member may print and download portions of the materials contained on the Service solely for Member’s internal use provided Member maintains the copyright notice and any other notices that appear on any such copies. Any other copying, redistribution, publication, or retransmission of any portion of materials on the Service is strictly prohibited without the express written permission of Nursery Network.

7. DISCLAIMER OF WARRANTIES.

Member acknowledges that Nursery Network does not operate, control, or endorse any information or goods on the Service in any way. Nursery Network does not verify the accuracy of any posting by Members, and shall not be liable for any incorrect postings by a Member. THE SERVICE, THE NURSERY NETWORK SITE AND ALL CONTENT AND MATERIALS THEREON ARE PROVIDED ON AN "AS IS," AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OR INDEMNITIES OF ANY KIND. NURSERY NETWORK AND ITS SUPPLIERS AND CONTRACTORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, NURSERY NETWORK AND ITS SUPPLIERS AND CONTRACTORS MAKE NO WARRANTIES THAT THE SERVICE OR WEBSITE WILL MEET MEMBER’S REQUIREMENTS, BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, THAT INFORMATION AVAILABLE THROUGH THE SERVICE OR NURSERY NETWORK SITE WILL BE ACCURATE, COMPLETE, OR CURRENT OR THAT ERRORS OR DEFECTS WILL BE CORRECTED. NURSERY NETWORK ASSUMES NO RESPONSIBILITY FOR ERRORS OR OMISSIONS IN THE SERVICE OR ANY OTHER WEBSITE THAT MAY BE LINKED TO THE SERVICE.

8. LIMITATION OF LIABILITY.

In no event shall Nursery Network or any party involved in the creation or delivery of the Service be liable under any contract, negligence, strict liability or other legal or equitable theory for any special, incidental, indirect, consequential, punitive, or exemplary damages of any kind, including, without limitation, those resulting from interruption of use, loss or corruption of data, or lost profits, whether or not advised of the possibility of such damage, arising out of or in connection with the use of or inability to use the Service. Nursery Network’s total cumulative liability in connection with this Agreement, the Service, and the Nursery Network website, whether in contract, tort or otherwise, shall not exceed the amount of fees paid to Nursery Network hereunder by Member during the twelve (12) months preceding the date the first claim arises. Member acknowledges that the fees payable hereunder reflect the allocation of risk set forth in this agreement and that Nursery Network would not enter into this agreement without these limitations on its liability. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain damages, so some of the limitations in Sections 7 and 8 may not apply to Member. In the event that any warranty can not be disclaimed, the duration of such warranty shall be limited to a period of ninety (90) days after delivery to Member of the applicable Service or other item.

9. ACKNOWLEDGEMENT, RELEASE AND INDEMNITY.

Member acknowledges that Nursery Network has no control over the information made available on the Nursery Network Site that is provided by other Members. Because authentication on the Internet is difficult, Nursery Network cannot and does not confirm that each Member is who it claims to be. Member should use caution when dealing with other Members, and Member should be aware that there might be risks associated with dealing with Members who are foreign citizens or are acting under false pretense. If Member has a dispute with another Nursery Network Member or Members, Member hereby releases Nursery Network and Nursery Network’s officers, directors, agents, contractors, affiliates and employees from all claims, demands, damages (direct and consequential) of every kind and nature, disclosed and undisclosed, known and unknown, suspected and unsuspected in any way arising out of or in connection with such disputes. Member agrees to defend, indemnify and hold harmless Nursery Network and its affiliates from and against any and all claims, losses, liabilities and damages of any kind (including reasonable attorneys' fees) resulting from Member’s access to and use of the Service or Member’s breach of this Agreement.

10. TERMINATION.

Nursery Network may terminate membership and any current Orders or listings under the Service immediately if Member breaches this agreement. If Member provides any Member Information that is untrue, inaccurate, not current or incomplete, or Nursery Network has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Nursery Network has the right to suspend or terminate Member’s account and refuse any and all current or future use of the service.

11. GENERAL.