THIS MEMBER’S AGREEMENT (hereinafter the “Agreement”) is made by and between Reliable IC, LLC (hereinafter “Reliable”), a Georgia limited liability company, and you, the person or entity accessing the Reliable internet website (hereinafter “Member”).

1. Effective Date of Agreement. This Agreement shall be effective upon the receipt and acceptance of a Member Application Form by Reliable.

2. Duration and Termination. The terms of this Agreement shall in no way be construed as creating any obligation of or agreement between Reliable and Member for a fixed term. This Agreement shall commence as provided in Section 1 above and shall continue until Reliable discontinues the Reliable Website, until either Reliable or Member terminates this Agreement, or until and in accordance with the terms of Section 3 hereof, Reliable modifies the terms and conditions of this Agreement and Member does not affirmatively reject such modification. Either Reliable or Member may terminate this Agreement at any time for any reason or no reason, without giving prior notice to the other party, provided that the terminating party provide written or electronic notification of such termination to the non-terminating party within five (5) business days following the termination.

3. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any and all prior agreements between the parties hereto, written, verbal or otherwise, concerning the subject matter hereof. Member understands and agrees that Reliable may revise, change, supplement, modify and/or amend this Agreement, in whole or in part by (a) making such revisions, changes, supplements, modifications and/or amendments to this Agreement, and (b) posting a notice of same on the Reliable Website. The Member understands and agrees that Reliable IC’s posting of such revisions, changes, supplements, modifications and/or amendments to this Agreement constitutes notice to the Member of same and that by accessing and using the Reliable Website after Reliable posts such notice, Member acknowledges and agrees to be bound, and shall be bound by each and every revision, change, supplement, modification and/or amendment to this Agreement.

4. Membership Renewal. Notwithstanding anything contained herein to the contrary, Member understands and agrees that Reliable will automatically charge Member or Member’s credit card, and Member hereby agrees to pay such bill or accept such automatic credit card charges, in advance of Member’s monthly, quarterly, semi-annual, or annual membership renewal dates. The amount charged is equal to the membership originally signed up for at the start of membership (the “Pre-Paid Term”), unless Member notifies Reliable in writing within thirty (30) days of the time for renewal of Member’s membership that it wishes to terminate this Agreement and its membership. If Reliable terminates this Agreement and discontinues Members access to the Reliable Website at any time and for any reason during Member’s Pre-Paid Term, then Reliable shall, within thirty (30) days of the termination thereof, refund that portion of Member’s pre-paid amount to Member. If Member terminates this Agreement during Member’s Pre-Paid Term, Member understands and agrees that it shall not be entitled to reimbursement of any pre-paid membership fees and, in addition, that Member may be responsible for additional charges if Member did not provide Reliable with advance notice of its intent to terminate this Agreement as provided above.

5. Title to Information. Member understands and agrees that Reliable has all right, title, and interest in the information, data, and software on the Reliable Website. Member also understands and agrees that this Agreement is not a grant, a commitment to grant, or an intent to grant to Member or anyone else any right, title, interest or license in any of said information, data and software of Reliable.

6. Upgrades or Modifications to Reliable Website. Reliable reserves the right to upgrade the internet website, to modify the content, performance, and format of the Reliable Website, and/or to change the availability of the Reliable Website at any time or from time to time in Reliable’s sole and absolute discretion.

7. Site Availability. The Reliable Website is scheduled to be available for access by Member 24 hours a day, 7 days a week and 365 days a year. However, notwithstanding anything contained herein to the contrary, Reliable does not guarantee the availability of the Reliable Website, or that Member will have uninterrupted or error-free access to the Reliable Website. Reliable reserves the right, in its sole discretion, to interrupt, limit or suspend the availability of the Reliable Website from time to time, or at any time, to maintain or upgrade the Reliable Website, or for any other reason.

8. Confidential Information. Member understands and agrees that Reliable has a policy to maintain as secret and confidential all information (hereinafter referred to as “Confidential Information”) including, but not limited to, all information relating to data and software obtained, received or available to Member on the Reliable Website, all records, reports, services, costs, Member names, Member phone numbers, Member e-mail addresses, inventory information, methods, methodologies, lists and Trade Secrets (as hereafter defined), heretofore or hereafter acquired, sold, developed, maintained and/or used by Reliable on the Reliable Website. Member understands and agrees that said Confidential Information includes trade secret and proprietary information belonging to Reliable. Member agrees that Member will not, without the prior written consent of the supplier or provider of any such Confidential Information, copy, disclose, publish, broadcast, distribute, recirculate, retransmit or reproduce all or any part of the Confidential Information obtained or received by Member through the use of the Reliable Website. Member understands that it is reasonably necessary to protect Reliable’s good will and business interests that Member agree and, accordingly, Member does hereby agree, that Member will not directly or indirectly, for as long as Member is a member of the Reliable Website, and (i) with respect to all Confidential Information constituting Trade Secrets, for so long thereafter as such Confidential Information continues to constitute Trade Secrets (or for the period beginning the last day of Member’s membership on the Reliable Website and ending on the fifth (5th) anniversary thereof, whichever is longer), and (ii) with respect to all Confidential Information not constituting Trade Secrets, for the period beginning on the last day of Member’s membership on the Reliable Website and ending on the fifth (5th) anniversary thereof, divulge or disclose for any purpose whatsoever to any persons, firms, corporation or other entities other Reliable (hereinafter collectively referred to as “Third Parties”), or use or cause or authorize any Third Parties to use, any such Confidential Information or Trade Secrets, except as otherwise required by law or to the extent that the information or materials become publicly known other than through the actions or inactions of Member. The term “Trade Secrets” as used in this Agreement, shall have the meaning assigned thereto in Official Code of Georgia Annotated Section 10-1-761, as amended, or such other applicable state law, statute or code. Member also agrees that any and all usernames, passwords or other login information supplied to Member by Reliable are non-transferable and may be used only by Member or an employee of Member in the ordinary course of business.

9. Comment Board. Member understands that Reliable may provide a “comment board” on the Reliable Website where Member and all other members of the Reliable Website may post comments. Member understands and agrees that Reliable does not control, has no obligation, and shall not be responsible to Member or any other person, entity or third party for the accuracy, validity, reliability or adequacy of such comments, content, or any information posted on the “comment board” or transmitted through the Reliable Website. Any reliance by Member on such materials shall be solely the responsibility of Member.

10. Disclaimer of Liability. Member understands and agrees that Member’s use of the Reliable Website and any Confidential Information or any other information learned by Member through its use of the Reliable Website is at its own risk. Reliable makes no representations or warranties regarding the quality, accuracy, reliability, or usability about any of such Confidential Information or other information. Reliable makes no representation and warranties and assumes no liability for losses incurred in Member’s use of any of said Confidential Information or other information made available to Member at the Reliable Website. Reliable shall not be liable to Member, and Member shall indemnify, defend and hold harmless Reliable, its affiliates and their respective, officers, directors, members, managers employees, agents and representatives, from and against any and all losses, injuries, claims, liabilities, direct, indirect, special, incidental, punitive, expectancy or consequential damages, whether based on contract, tort or any other legal theory, arising out of Member’s use, sale, service, furnishing or performance of any Confidential Information or other information provided to Member or obtained by Member under this Agreement. The provisions of this Disclaimer of Liability section shall survive the termination of this Agreement.

11. Indemnification and Waiver. Indemnification and Waiver

12. Governing Law. Member agrees that this Agreement shall be governed by and construed pursuant to the laws of the State of Georgia, without giving effect to conflicts of law principles regardless of where Member or Reliable is physically located or where the Reliable Website is accessed. Each of the parties irrevocably and unconditionally (i) agrees that it has sufficient contacts with the State of Georgia, (ii) agrees that any suit, action or legal proceeding arising out of or relating to this Agreement brought by either party may be brought in the courts of the State of Georgia in Fulton County or the District Court of the United States, Northern District of Georgia, (iii) consents to the non-exclusive jurisdiction of each such court in any suit, action or proceeding, (iv) waives any objection which it may have to the laying of venue of any such suit, action or personal jurisdiction and forum inconveniens, and (v) agrees that service of any court paper may be effected on such party by mail, as provided in this Agreement, or in such other manner as may be provided under applicable laws or court rules in the State of Georgia.

13. Waivers. The failure or delay of Reliable to seek redress for violation of or to insist upon the strict performance of any provision, covenant or condition of this Agreement shall not be deemed a waiver of such rights, nor shall it prevent a subsequent act, which would have originally constituted a violation, from having the effect of an original violation.

14. Headings. The headings of this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope of, extent or intent of this Agreement or any provision thereof.

15. Severability. Except as otherwise expressly provided herein, if any provision of this Agreement is deemed by arbitration or a court of competent jurisdiction to be legally unenforceable or void, such provision shall be stricken from the Agreement and the remainder hereof shall remain in full force and effect.

16. Notices. Whenever any notice, consent or other communication is given or delivered by Member to Reliable pursuant to this Agreement, the same shall deemed to have been given upon receipt by Reliable of an internet email message to support@reliableic.com. Member hereby agrees that whenever any notice, consent or other communication is given or delivered by Reliable to Member pursuant to this Agreement, the same shall be deemed to have been provided when Reliable sends an internet email confirmation to Member containing such notice at the internet email address last provided to Reliable by Member.

17. Successors. This Agreement shall inure to the benefit of and be binding upon only the parties hereto, and no other person, entity, heir, assignee or successor in interest shall be beneficiaries hereunder or have any rights to enforce any part of this Agreement.

18. Equitable Relief. Member acknowledges that in the event of Member’s violation or breach of any of the provisions of this Agreement, such violation or breach will cause irreparable harm to Reliable, for which monetary damages may be inadequate. Therefore, Member agrees that Reliable shall be entitled to such equitable relief as may be available to restrain Member from any such breach, suspected breach, or threatened breach, in addition to all other remedies.

19. Survival of Provisions. All disclaimers, indemnification obligations and limitations on Reliable’s liability contained in this Agreement shall survive the termination of this Agreement.