Service Supplier Agreement and Terms and Conditions of Use ("Agreement")

Preliminary Matters: As used in this Agreement:

(1) The terms "we", "us", "our", "Moving Staffers" and "MS" refer to Moving Labor Services, Inc., a Texas limited liability company dba Moving Staffers, and/or our subsidiaries and/or related business entities;

(2) "Service" means such packing materials/supplies, personnel for packing, regular and international style wrapping/loading, equipment, transportation, unloading/unpacking/ debris removal, loss/damage valuation, related services (e.g., crating, appliance connection and disconnection, assembly/disassembly, etc.), and storage as are within your capabilities;

(3) "Website" refers to www.movingstaffers.com;

(4) The terms "you", "your", and "Service Supplier" refer to you individually and/or as a representative of any person or entity of any kind that advertises Service through the Website or provides Service on referrals from MS;

(5) "Customers" refers to individuals who access and/or use the Website to locate Service suppliers and to purchase Service in connection with movement and/or storage of their household goods and personal effects (“goods”), and individuals otherwise referred to you by MS for Service;

(6) The "Supplier Portal" is portion of the Website that you access/use to manage your MS account;

(7) "Hourly Service Charges": All charges for Hourly Service are based on time, which shall be computed by multiplying the applicable hourly rate by the amount of time required to provide Service. For the purpose of calculating charges due, fractions of an hour are treated as follows:

Time Required is 15 Minutes or Less: A charge shall be for one quarter of an hour.

Time Required is more than 15 but less than 30 Minutes: A charge shall be for one half hour.

Time Required is more than 30 but less than 45 Minutes: A charge shall be for three quarters of an hour.

Time Required is more than 45 minutes but less than or Equal to 60 Minutes: A charge shall be for one hour.

(8) "Terms and Conditions" means all the terms, conditions, rules and provisions in this Agreement and all additional terms, conditions, rules and provisions contained in the Website, in forms you complete at our direction and in documents we issue in connection with your provision of Service (collectively referred to as "Additional Terms"), all of which Additional Terms are incorporated herein and made part of this Agreement by this reference. Other terms are defined as needed throughout this Agreement.

You are only permitted to access and/or use the Supplier Portal to manage your account and offer Service to Customers. This Agreement governs your access to and/or use of the Website for that purpose. In consideration of being permitted such access to and/or use of the Website, and for other good and valuable consideration, the adequacy of which you and we hereby acknowledge, you and we agree to the Terms and Conditions.

Each time you access or use the Supplier Portal and each time you agree to provide Service to a Customer you reaffirm your complete agreement to the Terms and Conditions, including your agreement to change(s) or modification(s) to the Terms and Conditions that we make between times that you access or use the Supplier Portal or agree to provide Service. You agree that we have the absolute and exclusive right to make change(s) or modification(s) to the Terms and Conditions, in our sole discretion, at any time, without notice to you.

If there are any Terms and Conditions that you do not wish to observe or be bound by in the future, please do not access or use the Supplier Portal again.

You agree to check the Terms and Conditions regularly to ensure that you are complying with any change(s) or modification(s) that we make to them.

How the Website Works: Using the Supplier Portal, you supply us, directly or through other sources, with such data and information about you and your Service ("Your Information") as we require in the format(s) and through the method(s) that we specify. We display such of Your Information in the Website as we in our complete discretion decide to display, along with any Customers' ratings or comments on your Service ("Your Displayed Information"). You warrant that all of Your Information is true, accurate, current and complete. We have the absolute right to refuse to display Your Information, and to delete some or all of Your Displayed Information from the Website at any time, for any reason or no reason at all.

Customers who access and/or use the Website and whose Service needs and circumstances ("needs") match up with Your Displayed Information are permitted to view a screen in the Website that includes Your Displayed Information, as well as information about other Service suppliers whose Service matches the Customers' Service needs. Customers decide which Service suppliers to choose based on the matches between their Service needs and the Service offered, and on ratings or comments of other Customers. We in our absolute discretion decide the order in which information about Service suppliers is displayed.

Some Customers purchase Service on-line through the Website; others are referred to you by us. Customers estimate Service that they require ("Estimated Service"). We collect the charges for Estimated Service. You notify us of any Service provided in addition to Estimated Service ("Additional Service") and record Additional Service on a “Service Receipt” that we issue. We collect any charges for Additional Service. You upload the "Service Receipt" through the Supplier Portal to obtain payment into your account for Service you provide, less a fee we charge as explained below.

Customer Ratings and Comments: Customers are encouraged to submit content to the Website by electronic mail, postings or otherwise, including ratings, reviews, and comments regarding Service that they purchase and suppliers from whom they purchase and receive Service ("ratings and comments"). We believe that ratings and comments provide valuable information to help Customers make informed decisions to purchase Service. We possess rights to use such ratings and comments and Customers’ names in connection with such ratings and comments. You agree that you have no such rights at all and that you will not attempt to gain such rights through any means. You agree further that you will do nothing to improperly influence Customers ratings and comments, attempt in any way to use such Customers' ratings and comments for any purpose in connection with the promotion of your business, or make any attempt in any way to contact Customers regarding ratings of or comments about you or your Service that you regard as negative. We reserve the right in our absolute discretion to determine which ratings and comments are published or, once published, allowed to remain on the Website. You agree that your only recourse and remedy regarding Customers’ ratings and/or comments about you or your Service that you regard as negative is to so advise us in writing.

Proprietary Rights: MS is the sole owner of the Website and all content, information and software included in, downloadable from, or accessible through the Website ("content"). In this connection, "software" includes but is not limited to the infrastructure used to provide such content. You agree not to modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell or re-sell any content. You specifically agree, further, (1) not to access, monitor or copy any content using any robot, spider, scraper or other automated means or any manual process for any purpose without our express written permission; (2) violate the restrictions in any robot exclusion headers on the Website or bypass or circumvent other measures employed to prevent or limit access to the Website; (3) take any action that imposes or may impose an unreasonable or disproportionately large load on our infrastructure; or (4) deep-link to any portion of the Website for any purpose, or "frame", "mirror" or otherwise incorporate any part of the Website into any other website without our prior written authorization. Access to or use of the Website conveys no rights of ownership or license whatsoever in or to you.

Website Availability: We will use reasonable efforts to make the Website available for access through the World Wide Web. However, we are not responsible for unavailability of the Website for any reason, including, but not limited to, periodic downtime for maintenance, backup, acts of God, and other circumstances beyond our control that are a normal part of Internet business, and we may at any time in our absolute discretion suspend or discontinue the Website for any reason or no reason at all. We do not promise or guarantee in any way, to any extent, that any Customers will see Your Displayed Information or purchase any Service from you.

Disclaimer: MS MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE WEBSITE OR ITS CONTENT FOR ANY PURPOSE, AND THE INCLUSION OR OFFERING OF ANY SERVICE ON THIS WEBSITE DOES NOT CONSTITUTE AN ENDORSEMENT OR RECOMMENDATION OF SUCH SERVICE BY MS. THE WEBSITE AND ALL CONTENT ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. MS DISCLAIMS ALL WARRANTIES AND CONDITIONS THAT THE WEBSITE, ITS CONTENT, ITS SERVERS OR ANY EMAIL SENT FROM MS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. MS HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE WEBSITE AND ITS CONTENT, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. IN NO EVENT SHALL MS BE LIABLE TO YOU FOR ANY DAMAGES, WHETHER INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST SALES OR PROFIT, LOST DATA, BUSINESS INTERRUPTION OR ATTORNEYS' FEES OR OTHER DIRECT OR INDIRECT COSTS, EVEN IF YOU NOTIFY US IN ADVANCE OF A POSSIBILITY OF SUCH DAMAGES, ARISING OR ATTRIBUTABLE TO YOUR ACCESS TO, USE OF OR INABILITY TO USE THE WEBSITE.

Confidential Information: Your access to and/or use of the Supplier Portal and content, and your performance of this Agreement will result in our disclosing to you or your learning of certain data and/or information that is proprietary and confidential that is our Confidential Information. For purposes of this Agreement, "Confidential Information" shall include but not be limited to any and all non-public information disclosed to or learned by you concerning our business and/or operations, computer hardware and software and other information technology; specifications, processes, procedures and manuals; marketing/business/financial data, information and plans; and information and/or data regarding Customers.

Use of Confidential Information: Confidential Information shall be used solely for the purpose of providing Service to Customers and in performance of this Agreement. You shall treat Confidential Information that you receive or learn of with the same level of care against unauthorized disclosure as you treat like information of your own, and in all events at least with reasonable care against unauthorized disclosure.

Non-Use/Disclosure of Confidential Information: Confidential Information shall be received by you in confidence and not disclosed to any person or entity or used by you for any purpose except as expressly permitted in this Agreement without our written consent; provided, however, that you may disclose Confidential Information to those of your employees or advisors who have a need to know such information, subject to all the terms of this Agreement.

Non-Competition: You acknowledge that we expend considerable money and effort developing and maintaining the Website, content and Customers and warrant and agree that you shall not at any time, in any way solicit sale of Service to Customers or in any way start or participate in the development of a business substantially similar to the business we operate through the Website for a period of two (2) years after termination of this Agreement.

Assurances: You assure us that you: (1) have and shall maintain the experience, skill, knowledge, equipment, personnel, financial stability, and any license, authority, bond and insurance, if any, necessary to perform Service, that you are in good standing with your State of domicile, and that you have the authority and unfettered right to enter into this Agreement; (2) specifically authorize us to conduct such investigation(s) (e.g., background and credit checks) as necessary to confirm these assurances; (3) agree to work with us in good faith to resolve any disputes/issues between you and us and, if necessary, to arbitrate any and all disputes/issues through the Better Business Bureau of Wichita Falls, TX, via personal appearance or teleconference; and (4) acknowledge that this Agreement is non-exclusive and not assignable by you.

Indemnity: You agree to indemnify MS for and hold MS harmless from and against any claims, suits, threats, demands, settlements, actions, causes of action, liabilities, obligations and all other matters, including but not limited to court costs, attorney fees, witness fees, settlement fees, fine or penalties, and all other direct and indirect expenses and losses that may occur arising from your breach of any of the representations and warranties that you have made to us or any of the Terms and Conditions, any violation of any law in the provision of Service, or otherwise arising directly or indirectly from your access to or use of the Website or the Service you offer and/or provide.

Customer Disputes: Contracts to provide Service are solely and strictly between you and Customers. Therefore, you have complete responsibility for clearly communicating all terms, conditions, rates and charges for Service to Customers, and for settling all disputes, including but not limited to claims for loss of or damage to Customers goods and/or property, with Customers regarding Service, without involving us.

Accounts: Electronic funds transfer (EFT) is our preferred method of payment to suppliers for Service. EFT eventually will be the only way to receive payment for Service. To permit EFT payment, you must provide us with information identifying a bank account and authority to make deposits into such account (Your Bank Account). We will establish an account in our systems from which we will transfer monies to Your Bank Account (Your MS Account).

Fee(s) and Other Costs: Payments to you for Service provided by you to Customers will be an amount that is eighty-five percent (85%) of the total amount for Service that represents your rates and charges for Service. Payment will be made to you for Service after you upload the "Service Receipt" to the Supplier Portal. You agree that we have the right to offset monies otherwise owed to you for Service against any monies that you owe to us, including, but not limited, monies we pay to Customers in settlement of disputes that you do not resolve, and any payments we are required to make to Customers who successfully protest and receive charge backs for credit or debit card transactions for Service after we have paid you for such Service.

Entire Agreement: This Agreement and its Terms and Conditions are the entire agreement between you and us regarding the Website, your access to and/or use of the Supplier Portal and Service that you provide to Customers. If there shall be any contradiction or inconsistency between this Agreement and its Terms and Conditions and any other agreement for Hourly Service between you and us, this Agreement and its Terms and Conditions will control with regard to all Service you provide to Customers under contracts between you and them, and any other agreement for Service between you and us shall control with regard to any Service you provide to Customers.

Term: This Agreement shall be effective when you first enter the Supplier Portal and shall continue in effect until it is terminated by you or us through deletion of Your Information and Your MS Account. Any liabilities and/or duties we have to you or you have to us that arise during the term of this Agreement shall survive termination of this Agreement.

Other Terms: This Agreement and your use of the Supplier Portal of the Website is governed by and construed in accordance with the laws of the United States and the State of Texas, excluding conflict of law provisions. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or a portion thereof, to be unenforceable, that provision and the rest of this Agreement shall be enforced to the maximum extent permissible. If a dispute or issue between us cannot be arbitrated for any reason, any resulting cause of action with respect to us or this Agreement must be instituted within one year after the claim or cause of action arises or be barred forever, and must be brought in a court of competent jurisdiction within Wichita County, Texas. In no event will MS be liable to you for any special, incidental, indirect or consequential damages (including, without limitation, damages for loss of business profits, business interruption, loss of data or any other pecuniary loss). This Agreement may not be changed or modified without the written consent of MS. No course of conduct between the parties, trade practice or any oral representations, statements or promises shall act to modify any of these of the Terms and Conditions of this Agreement. The failure of MS to exercise or enforce any right or provision of this Agreement or the Terms and Conditions shall not constitute a waiver of such right or provision. In any dispute between MS and you relating to this Agreement, the Terms and Conditions, the Website, the Supplier Portal or Service you provide to Customers, the prevailing party will be entitled to attorneys' fees, costs and expenses. Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.