Go2Paper provides multiple online services located on the Internet at www.PaperManager.com, www.Go2Paper.com, and other locations (the "Sites") that allows registered members (each a "Member") to buy and sell paper (the "Products") through Go2Paper's on-line trading exchange (the "Exchange") and to buy and manage paper orders and inventory ("Service"). Through the Exchange, Members are able to offer paper for sale via a fixed price or auction format, search for available Products, research on-line Requests for Proposals ("RFPs") and engage in negotiations and complete transactions with other Members. Members can be both Buyers and Sellers. If a Member offers Products for sale or responds to an RFP, such Member shall be considered a "Seller." If a Member responds to an offered Product, or creates an RFP to purchase Products, such Member shall be considered a "Buyer." The Services are owned and operated by Go2Paper and is being provided to Members under the terms and conditions of this Membership Agreement (the "Agreement") and any operating rules, policies, and procedures that may be published from time to time on the Sites by Go2paper (collectively the "Rules").

BY ACCEPTING THE TERMS OF THIS MEMBERSHIP AGREEMENT EITHER ON THE REGISTRATION PAGE OR SIGNING A PRINTED COPY OF THIS AGREEMENT AND FAXING IT TO 510-482-0626 YOU REPRESENT AND WARRANT THAT (1) YOU ARE A DULY AUTHORIZED REPRESENTATIVE OF YOUR COMPANY OR OTHER BUSINESS ENTITY, (2) YOU CAN FORM LEGALLY BINDING CONTRACTS UNDER APPLICABLE LAW, AND (3) YOU ARE A MERCHANT AND NOT A CONSUMER, FOR PURPOSES OF TRANSACTING BUSINESS ON THIS SITES. FURTHERMORE, YOU AGREE THAT YOU, ON BEHALF OF MEMBER, ARE LEGALLY BOUND BY THIS MEMBERSHIP AGREEMENT, ANY TERMS AND CONDITIONS HEREOF, AND ANY RULES OF MEMBERSHIP CONTAINED OR REFERENCED HEREIN. IF YOU DO NOT ACCEPT ALL THE TERMS OF THIS MEMBERSHIP AGREEMENT, DO NOT ACCEPT THIS MEMBERSHIP AGREEMENT ON THE REGISTRATION PAGE OR SIGN A PRINTED COPY OF THIS AGREEMENT AND DO NOT ACCESS THE SERVICE.

Go2Paper reserves the right, in its sole discretion, to change or modify all or part of this Agreement or its' Exchange service at any time, effective immediately upon notice published on the Sites. A Member's continued use of the Sites constitutes Member's binding acceptance of the Rules, including any changes or modifications made by Go2Paper as permitted above. A Member should cease using the Sites immediately if at any time the Rules become unacceptable to such Member.

The Exchange and Services are available only to corporations and other business entities (each a "Company") and their designated employee(s) as indicated in the registration form (each, a "Designated Employee"), who complete the registration form and can form legally binding contracts under applicable law; provided that only a Company directly involved in the buying and selling of Products and managing of paper inventory and its Designated Employees shall be permitted to enter into Transactions. If you do not qualify, please do not attempt to use the Exchange or Services. The Company and each Designated Employee shall each be considered a Member under these Rules. A Designated Employee shall be deemed to be acting on behalf of the Company at all times. Go2Paper may refuse to offer its Service to any one and may change its criteria for Membership, at any time, in its sole discretion.

You are responsible for the confidentiality and use of your password and access to the Sites. You should restrict access to your password and the Sites to only those individuals you have authorized. You will be responsible to pay any third party vendors for any goods or services obtained through the Sites if access to the Sites was obtained through use of your password.

The content, organization, graphics, design compilation, look and feel, magnetic translation, digital conversion and other matters related to the Sites are protected under applicable copyrights, trademarks and other proprietary (including but not limited to intellectual property) rights. The copying, redistribution, use or publication by you of any such matters or any part of the Sites, except as allowed below, is strictly prohibited. You do not acquire ownership rights to any content, document or other materials viewed through the Sites. The posting of information or materials on the Sites does not constitute a waiver of any right in such information and materials.

The Go2Paper and PaperManager logo, and/or other Go2Paper marks or logos referenced herein are either trademarks/service marks or registered trademarks/service marks of Go2Paper.com, Inc. Other product and company names mentioned herein may be trademarks or service marks of their respective owners. Neither Company nor any Designated Employee has any right to attach any trademarks, trade names, logos, product designations or labels to any product or service identifying its relationship to Go2Paper.

Your postings, RFPs, purchase orders and related text, (collectively "Content") placed on the Sites: (a) shall not be false, inaccurate or misleading; (b) shall not be fraudulent or involve counterfeit or stolen items; (c) shall not infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (d) shall not violate any law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination, false advertising or other law or regulation); (e) shall not be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (f) shall not contain any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (g) shall not create liability for us or cause us to lose (in whole or in part) the services of our ISPs or partners; and (h) shall not be in furtherance of any anticompetitive or collusive purposes, including, without limitation, the improper exchange of information, price fixing, market allocation, price signaling or coordinated pricing which could result in the violation of any laws or regulations.

ALTHOUGH SELLERS WILL POST PRODUCTS TO THE EXCHANGE AND BUYERS WILL POST RFP'S AND SEARCH FOR PRODUCTS ON THE EXCHANGE, AND MEMBERS WILL COLLABORATE ON PAPER ORDERS AND INVENTORY ON THE SERVICE, GO2PAPER IS MERELY A VENUE FOR BUYERS AND SELLERS TO AGREE UPON THE TERMS OF TRANSACTIONS. GO2PAPER NEITHER SETS NOR ENDORSES ANY PRICE, CONTRACT TERM(S), QUALITY, PERFORMANCE, SAFETY, CONFORMANCE OR LEGALITY OF THE PRODUCTS OFFERED, THE ABILITY OF SELLERS TO SELL PRODUCTS OR THE ABILITY OF BUYERS TO BUY PRODUCTS. WE CANNOT AND DO NOT CONTROL WHETHER SELLERS WILL COMPLETE THE SALE OF PRODUCTS THEY OFFER. WE ARE NOT RESPONSIBLE WITH RESPECT TO PAYMENT OR COLLECTION FOR ORDERS MADE AND BIDS PLACES IN THE SITES.

We do not control the information provided to the Sites by Members, and we expressly disclaim any responsibility to monitor, review, filter or otherwise assess the information posted to the Sites by Members. Information posted by other Members may be inaccurate, and in some cases deceptively labeled, harmful or offensive. We are not responsible for the accuracy or legality of information or content contained on, distributed through, or linked, downloaded or accessed from any of the services contained in this web Sites. Reliance on such information is at your own risk. Go2Paper does not endorse any information posted on the Sites by Members or third parties. Go2Paper, however, reserves the right to delete, remove, modify or edit any Content it determines, in its sole discretion, to violate the terms of this Agreement.

A. Only Members may transact business on the Sites.

B. Go2Paper reserves the right to cancel any offer or bid on the Exchange that it deems is not made in good faith, in its sole discretion.

C. Postings by a Seller on the Exchange constitute invitations to submit offers to purchase by Buyers and do not constitute "offers" or "firm offers" to sell under such terms. The foregoing notwithstanding, Sellers shall not post invitations to submit offers unless such Seller has a good faith intention to consummate a transaction under such terms.

D. A Transaction is binding on both parties when the Seller accepts the purchase order from the Buyer on the terms of sale set forth by Buyer in Buyer's purchase order submission for the Products.

E. Payment, Shipping & Taxes. Once a Transaction has occurred between Buyer and Seller, Seller and Buyer shall be responsible for setting the terms of payment, shipment, Product warranty (if any), and other terms governing the sale and purchase of Products under this Service. The Seller or Buyer is responsible for collecting and paying all applicable taxes incurred in respect of Products sold or purchased on the Exchange and all Members specifically acknowledge that Go2Paper.com, Inc. shall not be responsible for collecting remitting any taxes except upon its own income.

F. Auctions. A seller may post Products on the Exchange in the English Auction setting a minimum bid price, an incremental bid value, a reserve price, and the time period for the auction. Upon completion of the auction, if there are no bids, the Seller may remove the auction or set up a new auction. If the Seller does receive a bid at or above the minimum bid price but not at or above the reserve price, the seller does not have to sell the Product to the highest bidder. If the high bidder is at or greater than the reserve price or there's no reserve price, then the seller must sell the Product to the highest bidder as long as the bidder meets the sellers credit requirements. The Seller will receive a Purchase Order from the buyer with the winning bid.

G. Seller Responsibilities. No posting on the Exchange is binding. Seller may reject any submitted offer from Buyer for reasons relating to, among other things, Buyer creditworthiness. Sellers determine at the time of posting Products to the Exchange, how long their invitation to make an offer will remain valid by setting the appropriate date parameters and may remove their postings at any time. Sellers may post an unlimited amount of Product on the Exchange. Each Seller is solely responsible for determining and verifying a Buyer's creditworthiness and authority based on the Seller's own criteria. Sellers may not manipulate the price of their item(s), either by using a shill (a secondary account or third party), an alias or by bidding themselves. An individual may not bid on any item offered for sale by his or her company, or otherwise attempt to make their auction appear more popular. Sellers are solely responsible for all Transaction Fees. A Seller's obligation to pay Go2Paper the Transaction Fee arises at the time a Purchase Order is accepted.

H. Buyers Responsibilities. Buyers may make a bid on or puchase any Product for sale on the Sites via the fixed price or auction method by submitting an offer to buy or placing a bid. All purchase orders and/or bids are in US Dollars and must include price and quantity. All purchase orders and/or bids are binding on the Member making the bid or until the Seller rejects the offer. Buyers may not bid in a way that pulls other bidders to their maximum bid, retract the high bid, and then re-bid at a small increment above the legitimate high bidder.

Go2Paper does not control the Content provided by Go2Paper users that is made available through our Sites. Member may find other user's Content to be offensive, harmful, inaccurate, or deceptive. Please use caution and common sense when using the Sites.

Member agrees to indemnify, defend and hold harmless Go2Paper and its affiliates, and their officers, directors, owners, and agents (collectively "Go2Paper Parties") from and against any and all claims, liability, losses, costs and expenses (including reasonable attorneys' fees) incurred by the Go2Paper Parties in connection with any use or alleged use of the Sites. Go2Paper reserves the right to assume, at its own expense, exclusive control over the defense and/or settlement of any matter subject to indemnification by you, and in such a case, you agree to cooperate with Go2Paper in defending and/or settling the claim.

Without limiting other remedies, Go2Paper may immediately issue a warning, temporarily suspend, indefinitely suspend or terminate your account and refuse to provide our services to you: (a) if Member breaches this Agreement or the documents it incorporates by reference; (b) if Go2Paper is unable to verify or authenticate any information you provide to Go2Paper; or (c) if Go2Paper believes that your actions may cause legal liability for Member, Go2Paper's users or Go2Paper.

Either Go2Paper or Member may immediately terminate this Member Agreement at will in writing or via e-mail. Upon Termination of this Member Agreement, Member will: (1) pay all outstanding debts to Go2Paper in full within thirty (30) days; (2) honor all outstanding Transactions; and (3) honor all outstanding Product postings by you until such postings lapse or close according to the terms of such postings.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

a. YOUR USE OF THE SITES IS AT YOUR SOLE RISK. THE SITES IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. GO2PAPER EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ANY IMPLIED CONDITION OF QUALITY.

b. GO2PAPER MAKES NO WARRANTY THAT (i) THE SITES WILL MEET YOUR REQUIREMENTS, (ii) ACCESS TO THE SITES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE INFORMATION ON THE SITES WILL BE ACCURATE OR RELIABLE, AND (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE SITES WILL MEET YOUR EXPECTATIONS OR ANY OTHER REPRESENTATIONS MADE BY SELLER.

c. NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, OBTAINED BY YOU FROM GO2PAPER OR FROM THE SITES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS AND CONDITIONS.

SOME STATES DO NOT ALLOW EXCLUSION OR IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES, GO2PAPER'S LIABILITY, AND THAT OF ANY THIRD PARTY CONTENT PROVIDERS, SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

IN NO EVENT SHALL GO2PAPER BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR SITES, OUR SERVICES OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). THE TOTAL AGGREGATE LIABILITY OF GO2PAPER PURSUANT TO OR RELATED TO THE MEMBERSHIP AGREEMENT FOR ANY AND ALL LOSSES, CLAIMS, EXPENSES OR LIABILITY SHALL NOT EXCEED THE LESSER OF $10,000, OR AN AMOUNT EQUAL TO THE TOTAL OF NET FEES RECEIVED BY GO2PAPER FROM MEMBER FOR THE APPLICABLE SERVICE TO WHICH SUCH CLAIM DIRECTLY RELATES. THIS SECTION SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THE MEMBERSHIP AGREEMENT.

The Sites contains links to other Web Sites. We are not responsible for the content, accuracy or opinions expressed in such Web Sites, and such Web Sites are not investigated, monitored or checked for accuracy or completeness by Go2Paper. Inclusion of any linked Web Sites on Go2Paper's Sites does not imply approval or endorsement of the linked Web Sites by Go2Paper. Go2Paper also makes no representations about the personal identification information or other data collection policies or practices of any linked Web Sites. If you decide to leave Go2Paper's Sites and access these third-party Sites, you do so at your own risk.

Go2Paper's practices regarding the collection, use and disclosure of information received through the Sites is governed by our privacy policy.

Member's right to use the Service is limited solely to the Company and its Designated Employee. Member agrees not to reproduce, duplicate, copy, sell or resell the Service, without the express consent of Go2Paper.

You will be responsible for obtaining and maintaining any equipment or ancillary services needed to connect to, access or otherwise use the Sites, including, without limitation, modems, hardware, software, and long distance or local telephone service. All charges associated with connecting to the Sites shall be paid by you.

Fees. There is no charge for becoming a Member to the Exchange. Private Web owners receive an addendum. The PaperManager Service fees, if applicable, may be handled under a separate contract. However, on the Exchange, Go2Paper does charge a fee to the Seller for each sale of Products using the Exchange. Seller agrees to pay Go2Paper a fee equal to five percent (5%) of the total value of any Transaction (the "Transaction Fee"). The total value shall be the total sales price not including applicable taxes, tariffs, or shipping costs. There is a minimum Transaction Fee of $100. This fee will be due and payable to Go2Paper within thirty (30) days of the date of the transaction or Purchase Order from the Buyer. Any amount not paid when due shall bear a late payment charge, until paid, at the rate of 1.5% per month or the highest amount permitted by applicable law, whichever is lesser. In the event of a Dispute in which the Buyer prevails and rightfully rejects the paper, Seller shall be required to pay the Transaction Fee to Go2Paper.

All notices to a party shall be in writing and shall be made via e-mail to support@go2paper.com.

The relationship between Member and Go2Paper is that of independent contractors, and neither party is the partner, employee or agent of the other.

THE PARTIES AGREE THAT THE UNIFORM COMPUTER TRANSACTIONS ACT OR ANY VERSION THEREOF, ADOPTED BY ANY STATE, IN ANY FORM ("UCITA"), SHALL NOT APPLY TO THE MEMBERSHIP AGREEMENT INCLUDING ANY ADDENDA HERETO. TO THE EXTENT THAT UCITA IS APPLICABLE, THE PARTIES AGREE TO OPT OUT OF THE APPLICABILITY OF UCITA PURSUANT TO THE OPT-OUT PROVISION(S) CONTAINED THEREIN.

This Agreement shall be governed in all respects by the laws of the State of California. We do not guarantee continuous, uninterrupted or secure access to our services, and operation of the Sites may be interfered with by numerous factors outside of our control. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof.