Lanworth, Inc.

MEMBERSHIP AND SERVICES AGREEMENT

Effective Date: January 15th, 2001

I.Background

Lanworth, Inc., a Delaware corporation ("Lanworth"), provides a dynamic, 24/7 website located on the Internet at http://www.lanworth.com (the "Site") that provides web based remote sensing solutions for forest management ("F1.Guard"), facilitates transactions between registered buyers and sellers of timber products through an electronic marketplace (the "Marketplace") and allows all interested parties to gain access to relevant industry news, information and services.

 

II.Agreement with Terms and Conditions

This Membership and Services Agreement (the "Agreement") describes the terms and conditions applicable to the use of our Site. If you accept such terms and conditions, you will be (i) entering into a contractual relationship with Lanworth, and (ii) acknowledging the receipt and sufficiency of good and valuable consideration for your entry into the Agreement.

You will have accepted this Agreement and its terms and conditions by using the services offered by the Site.

 

If you do not accept these terms and conditions or have questions regarding them, please contact Customer Service at 630-250-0226.

III.Membership

A.Eligibility. . F1.Guard and the Marketplace is available and open to any qualified, active participants in the timber industry who register herein and become bound hereby (a "Member"). Membership is limited to those persons or parties able to form legally binding contracts under all applicable laws. Lanworth may refuse to accept any application for membership, in its sole discretion, for any reason or for no reason and may limit or condition any Member's use of the Site, F1.Guard or the Marketplace.

B.Representations

By the act of registering, each Member represents and warrants to Lanworth as follows:

1.All information and data provided by the Member is accurate, correct and complete. All information and data so provided shall, to the best of the Member's knowledge, be free of any viruses, time bombs, trojan horses, worms, cancelbots or other computer programming routines that are intended to damage, interfere with or corrupt any system, data or information.

2.The Member will not monitor, reproduce or copy any pages on the Site for commercial purposes.

3.Member agrees to comply with all applicable local, state, federal and international laws, statutes, rules and regulations regarding Member's use of the Site, F1.Guard and the Marketplace or Member's bidding on or purchase of products and services and posting and retrieval of information from the Site, including, without limitation, the laws governing export control, unfair competition, anti-trust and false advertising. Member is solely responsible for paying applicable fees and taxes incurred to bid or buy products and services or access our services. Member will not use the Site, F1.Guard or the Marketplace to violate the anti-trust laws or collude with others to do so and will not knowingly act as a conduit or intermediary for price fixing or for any other anti-competitive activities.

4.  The Member acknowledges (a) that Lanworth may permit access for its users to information, data, communications, software, photos, video, graphics, music, sounds and other matter and material on and at the Site (collectively, "Content") that is protected by various copyrights, trademarks, servicemarks and other intellectual and proprietary rights (collectively, "IP Rights"), (b) that these IP Rights are valid and protected in all media and technologies existing now or later developed, (c) that the Member's use of such content is subject to the IP Rights and all other terms and conditions of this Agreement, and (d) that the burden of determining and proving that any content is not protected by the IP Rights rests with the Member.

5.  The Member acknowledges that any content that the Member submits to the Site is coupled with a grant to Lanworth of a royalty-free, perpetual, irrevocable, non-exclusive, worldwide right and license to use and enjoy such content.

IV.  The Lanworth Marketplace

Lanworth is a facilitator of and service provider for timber transactions between buyers and sellers. Lanworth is not a buyer or a seller, but an electronic marketplace for others. As a result, all users of the Site or the Marketplace expressly acknowledge and agree as follows:

A.  Lanworth has no control over the quality, safety, or legality of the products or services offered on the Site or in the Marketplace;

B.  Lanworth has no control over, nor does it monitor or verify, the truth, accuracy, or completeness of data and information supplied to the Marketplace by others;

C.  Lanworth cannot control, nor does it guaranty, the ability of either the buyer or seller to perform or complete any purchase or sale.

D.  Lanworth does not set or endorse the price or contract terms of any purchase or sale.

E.  Lanworth cannot control, nor does it guaranty, the conformance of products or services offered in the Marketplace for sale to the actual product or service.

F.  Lanworth is not responsible in any manner to buyers or sellers for the payment or collection of amounts due to them or from them as a result of transactions in the Marketplace.

V.  Transaction Rules

The following Transaction Rules address the process of buying and selling in the Marketplace. You will have accepted these Transaction Rules by your use of the Site and participation in the Marketplace. Each Member's participation in a transaction as a buyer of products or services (a "Buyer") or as a seller of products or services (a "Seller") is governed by such rules. A Member can be both a Buyer and Seller.

·  All registered users can post timber for sale (a "Timber Prospectus") by completing the information required in the "Post Timber" section of the Site.

·  Once a Timber Prospectus is posted, Lanworth will allow users registered as Buyers to view the Timber Prospectus. If the Seller specifies a restricted list of Buyers, then only the Buyers so designated will be allowed to view the Timber Prospectus.

·  Any registered Buyer invited to bid may respond to the bid by submitting a response bid on any posted timber through the "Bid" link on that section of the site.

·  Seller will set a deadline for the submission of final bids (the "Deadline").

·  Acceptance of a final bid is in Seller's sole discretion. The bid accepted may or may not be the highest priced bid. All terms and conditions governing a Member's purchase or sale of products or services (including, without limitation, pricing, warranties, delivery terms, etc.) are established by, and in the sole discretion of, the Seller and the Buyer whose bid has been accepted, subject at all time to these Transaction Rules.

·  Seller agrees to notify Lanworth of the identity of the winning bidder within 10 Business Days of the Deadline. Seller will issue a contract (the "Contract") to Buyer (with a copy to Lanworth), reflecting the winning bid, within 10 Business Days of acceptance of the winning bid. Seller is responsible for sending copies of invoices to Lanworth. For purposes of this Agreement, a Business Day is any day other than Saturday, Sunday and holidays observed by the United States government.

·  Seller shall be solely responsible for payment to Lanworth of the applicable Transaction Fee. Lanworth will confirm the amount of the Transaction Fee due by invoicing Seller. Such fee shall be payable in U.S. Dollars within 30 days of the date of Lanworth's invoice.

·  If Lanworth later receives confirmation from either Buyer or Supplier that the value of products or services ultimately delivered to the Buyer was greater than the value of products or services set forth in the Timber Prospectus or the Contract, Lanworth will adjust the Transaction Fee for the difference through an additional invoice.

·  If Lanworth determines, in its reasonable discretion, that a Buyer and Seller transacted a purchase at a level smaller than that indicated on the Seller's Timber Prospectus with the intent of decreasing the Transaction Fee payable to Lanworth, each of Buyer and Seller agree to pay to Lanworth a fee in the amount of three times the transaction fee that would have been payable to Lanworth for the entire transaction. This provision is in addition to and not in limitation of any other remedies Lanworth may have as a result of the breach of the Transaction Rules and this Agreement.

·  Every Buyer and Seller consummating a sale at or through the Marketplace agrees to keep records of such sale for a minimum of two (2) years, which records shall be available for review by Lanworth.

·  To the extent applicable, each Member represents and warrants as follows: (1) all information provided by such Member in the "Post Timber" section shall be accurate, correct and complete; (2) that it has all necessary authority and approvals to sell the products or services so posted; (3) no information provide on or to the Site by such Member shall be fraudulent, misleading or counterfeit; (4) that such Member has the right and the authority to post timber for sale (including all information and maps contained in, or attached to, the Timber Prospectus) and submit bids to purchase timber; (5) that such Member is 18 years of age or older and is not a consumer user; and (6) that the sale and distribution of the timber sold in the Marketplace to registered Buyers and payment of the Transaction Fee to Lanworth in connection with any timber sale a member posts shall not cause Lanworth to violate any applicable law, statute, ordinance or regulation.

VI.  F1.Guard from Lanworth

F1.Guard provides web based remote sensing solutions for timberland owners. All users of the Site or F1.Fuard expressly acknowledge and agree as follows:

A.  F1.Guard may misreport some timberland changes due to various reasons beyond Lanworth's control, including but not limited to, the size of the change, cloud cover in the atmosphere, limitations imposed by available satellite imagery and limitations imposed by current image processing software. Neither Lanworth, nor any director, officer, shareholder, employee, representative or agent of Lanworth will be liable to any Member or any third party for any direct, indirect, incidental, special, punitive, or consequential damages, loss of profits, loss of earnings, loss of business opportunities, expenses, or costs resulting directly or indirectly from, or otherwise arising in connection with the use of F1.Guard.

B.  The subscriber shall be solely responsible for payment to Lanworth of the applicable subscription fee. Lanworth will confirm the amount of the subscription on its web site if the user chooses to pay by credit card or by invoicing the subscriber if he prefers to be invoiced. Such subscription amount shall be payable to Lanworth before any F1.Guard analysis can commence for his timberland.

 

VII.  Term and Termination

A.  Term. The initial term of this Agreement shall commence on the date that the terms and conditions hereof have been accepted and shall continue for one (1) year, unless terminated earlier as hereinafter provided. Thereafter, this Agreement shall automatically renew on a year to year basis, subject to termination as hereinafter provided.

B.  Termination Rights. Either Lanworth or a Member may immediately terminate this Agreement at any time, for any reason or for no reason, by providing notification of such termination in writing or via e-mail.

C.  Member Obligations Upon Termination. Member agrees that, upon termination of this Agreement, Member will:

·  Pay all outstanding debts to Lanworth in full within thirty (30) days.

·  Honor all outstanding transactions.

·  Honor all outstanding firm offers and/or firm counteroffers with third parties until, and unless, withdrawn by the Member.

VIII.  Relationship between Lanworth and Its Members

Members and Lanworth are independent contractors, and no agency, partnership, joint venture, employer-employee or other similar relationship is intended or created by Member's acceptance of the terms and conditions set forth herein, use of the Site, F1.Guard or participation in the Marketplace.

IX.  Dispute Resolution and Applicable Law

This Agreement and the relationship between Member and Lanworth shall be governed by and construed in accordance with the laws of the State of Illinois without regard to its conflict of law provisions. Member and Lanworth agree that any controversy or claim arising out of or relating to this Agreement and the relationship between Member and Lanworth shall be submitted to the personal and exclusive jurisdiction of the courts located within Chicago, Illinois.

X.  Limitations of Liability

As a condition of membership, and in consideration of the services provided by Lanworth, Member agrees that neither Lanworth, nor any director, officer, shareholder, employee, representative or agent of Lanworth will be liable to any Member or any third party for any direct, indirect, incidental, special, punitive, or consequential damages, loss of profits, loss of earnings, loss of business opportunities, expenses, or costs resulting directly or indirectly from, or otherwise arising in connection with:

A.  the use of the Site, F1.Guard or the Marketplace by the Member, including but not limited to damages resulting from or arising from Member's reliance on the Marketplace, or the mistakes, omissions, interruptions, errors, defects, delays in operation, non-deliveries, misdeliveries, transmissions, eavesdropping by third parties, or any failure or performance of F1.Guard and the Marketplace;

B.  disputes between Member and any other member;

C.  the termination of Member's membership by Lanworth;

D.  the failure, or alleged failure, of any product purchased or transferred pursuant to the Marketplace to conform to any specifications or terms, whether published on the Marketplace or not;

E.  the breach, or alleged breach, of any warranty, express or implied, relating to any such product or shipment; or

F.  government restrictions, strikes, war, any natural disaster or force majeure, or any other condition beyond Lanworth's reasonable control.

XI.  Disclaimer.

Lanworth provides its services on an "as-is", "as available" basis, without warranty of any kind, express or implied, including, without limitation, any warranty for information, services or products provided through or in connection with the Site, F1.Guard or the Marketplace. Member agrees that the use of the Site, F1.Guard and the Marketplace is at Member's sole risk. Forest One specifically disclaims (a) any warranty of merchantability, fitness for a particular purpose, title and noninfringement, where applicable, (b) any warranties concerning the availability, accuracy or content of information, products or services, (c) any warranty that the service will be continuous uninterrupted and/or error free, and (d) any warranties as to the quality, identity or reliability of any Buyer or Seller. This disclaimer of liability applies to any damages or injury caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorized access to, alteration of, or use of record, whether for breach of contract, tortious behavior, negligence, or under any other cause of action.

XII.  Indemnification

Without limiting the generality or effect of other provisions of this Agreement, as a condition of membership, each Member agrees to indemnify, hold harmless, and defend Lanworth, and its directors, officers, shareholder and employees, and its affiliates, representatives and agents, from and against all third party claims, liabilities, damages, costs and expenses, including, without limitation, reasonable attorney's fees and expenses, incurred or suffered by Lanworth arising out of such Member's use of engagement the Site, F1.Guard and the Marketplace, including, but not limited to, any product or services sold on the Marketplace, failure of a product to meet specifications, breach of warranty, claims of patent infringement, copyright infringement, misappropriation of trade secrets, and fraudulent trade practices.

XIII.  Miscellaneous

A.  Entire Agreement. This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter of this Agreement and supersedes and replaces any and all prior written or verbal agreements.

B.  Headings. Headings are for reference only.

C.  No Waiver. A party's failure to insist upon or enforce strict performance of any provision of the Agreement shall not be construed as a waiver of any provision or right.

D.  Course of Conduct. Neither the course of conduct between Member and Lanworth nor trade practice shall act to modify any provision of the Agreement.

E.  Severability. If any provision of this Agreement is held to be invalid or unenforceable, such determination shall not affect such provision in any other respect or any other provision of this Agreement which shall remain in full force and effect.

F.  Assignment. This Agreement, and membership herein, may not be assigned, transferred, sold or sublicensed to third parties by Members without prior written permission from Lanworth. Without in any way modifying the foregoing, this Agreement shall be binding upon and inure to the benefit of the respective successors, assigns and licensees of Lanworth and the Member.

G.  Amendment. Lanworth reserves the right to amend at any time and from time to time this Agreement and the terms and conditions of the use of the Site and the Marketplace. Lanworth will provide notice of all material changes to all Members by e-mail. A Member that agrees with such changes need not do anything; continued use of the Site and the Marketplace after such changes signifies the Member's acceptance of such changes. If a Member does not agree with such changes, the Member should notify Lanworth by e-mail and discontinue its use of the Site and the Marketplace.

H.  Reservation of Rights. Lanworth reserves any rights not expressly granted to Members.

I.  Data and Information. Lanworth's use of information and data supplied by or gathered from a Member is governed by the Privacy Policy incorporated herein by reference.

J.  Contact Information. Our mailing address is: 300 Park Blvd. Suite 425, Itasca, IL 60143; our facsimile number is: 630-672-7500; our customer service number is: 630-250-7500.