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TERMS & CONDITIONS

Service Terms and Agreement
Terms of Use (Updated JANUARY 2009)

LISTEASY, Inc. ("we" or "LISTEASY") operates an Internet-based service (the "Service") including all text, content, information, and data (collectively the "Content") available on this web site and on any web site created through the Service (collectively, the "Site") and provides users with access to the Site subject to the terms and conditions of these Terms of Use (the "Agreement").

By accessing the Site and/or registering with us, you agree to be bound by the terms of this Agreement and you consent to our Privacy Policy. We reserve the right to update or modify this Agreement at any time, and without prior notice to you. Your use of the Site following such modification or update constitutes your acceptance to be bound by the Agreement as changed or modified. We encourage you to regularly read through and review the Agreement.

The following terms and conditions, along with any other policies or guidelines posted on this Web site, shall govern your use of this site. By using this site and/or by making a purchase on this site, you are agreeing to the following terms and conditions. Please read them carefully before making a purchase.

1. User License. You agree to use the Content lawfully and only for the Permitted Uses. No other use of the Content is permitted. Permission to reprint or electronically reproduce any document or graphic in whole or in part for any other purpose is expressly prohibited, unless prior written consent is obtained from the respective copyright holder(s). Furthermore, you may not sell, resell, modify, reverse engineer, decompile, disassemble, frame or create derivative works of or otherwise exploit for any commercial purpose the Site or any portion thereof, other than your Member Content (as defined below), without our prior written consent in each instance. By completing the registration process on the Site, you establish an account with us (an "Account") and you represent that the information you provide in the registration process is accurate and current.

2. Privacy. We respect your personal privacy. Our Privacy Policy is available on this Site, and by accessing the Site, you are agreeing to be bound by the Privacy Policy. The Privacy Policy is incorporated by reference into this Agreement in its entirety.

3. Usage Rules. As a condition of your use of the Site, you agree that you will not use the Content for any purpose that is unlawful or prohibited by this Agreement. We reserve the right to deny you access to any and all parts of this Site for any reason, and at our sole discretion. CHILDREN UNDER THE AGE OF THIRTEEN ARE NOT PERMITTED TO SUBMIT ANY MEMBER CONTENT. We do not assume any responsibility to monitor the Member Content on this Site for accuracy or unacceptable use, nor will any Member Content be authenticated or endorsed by us. We encourage you to report offensive or illegal content by using the Report Abuse link on the Site and we reserve the right to block transmission of, and or remove any Member Content that you post to the Site, at any time, for any reason, and without prior notice to you. Without limiting the generality of the foregoing, you expressly acknowledge and agree that the following rules shall apply to your use of the Site:

a. You are responsible for any Content posted to the Site through your Account. The Member Content that you post to the Site is not confidential. You may not impersonate another person

b. You may not post or transmit any Member Content which is illegal, libelous or defamatory. You may not post or transmit any Member Content which discloses private or personal matters concerning any person other than yourself without the consent of such person or his or her legal guardian. You may not post or transmit any Member Content which is indecent, obscene or pornographic.

c. You may not post or transmit any message, data, image or program that would violate the property rights of others, including unauthorized copyrighted text, images or programs, trade secrets or other confidential proprietary information, and trademarks or service marks used in an infringing fashion.

d. You may not post or transmit any file which contains viruses, worms, Trojan horses or any other contaminating or destructive features.

e. You may not post or transmit any Member Content which is harmful, threatening, abusive or hateful. It is not our intent to discourage users from taking controversial positions or expressing vigorously what may be unpopular views; however, we reserve the right to take such action as we deem appropriate in cases where the Member Content is being used to disseminate statements which are deeply and widely offensive and/or harmful. However, we are not obligated to take any action.

f. You may not post or transmit spam, petitions for signatures, chain letters or letters relating to pyramid schemes. You may not post or transmit any advertising, promotional materials or any other solicitation of other users to use goods or services.

g. You may not use any robot, spider or other automated means to access this Site or the Services for any reason without our prior written consent, except that you may use Standard for Robot Exclusion-compliant robots, provided that, prior to indexing or downloading any pages, such robots immediately visit http://www.listeasy.net/robots.txt when connecting to the Site. You acknowledge that http://www.listeasy.net/robots.txt is the only method that robots are authorized to access the Site or the Services. If you violate this provision, we may, among other things, terminate your access to the Site, delete your Account, remove your Member Content from the Site and prevent any further access by you to the Site, your Account or your Member Content.

4. Review of Postings & Uploads. We assume no responsibility for monitoring Member Content. We do not and cannot review all Member Content posted or uploaded to the Site and are not responsible for such Member Content, regardless of whether at any time we choose in our sole discretion, to monitor or remove Member Content on the Site.

5. Disclaimers.
a. Geographic Disclaimer. The Site is administered by LISTEASY from Fairfax, Virginia and is intended for users who are U.S. residents. Access to the Site and the Content may not be legal for some persons or in some countries outside the United States. If you elect to access and use the Site and Content from outside of the United States, you do so at your own risk and are solely responsible for complying with all applicable laws and regulations.
b. DISCLAIMER OF WARRANTIES. THIS SITE AND ITS CONTENT ARE PROVIDED "AS IS." WE MAKE NO REPRESENTATIONS OR ENDORSEMENT ABOUT THE SUITABILITY FOR ANY PURPOSE OF PRODUCTS AND SERVICES AVAILABLE THROUGH THIS SERVICE. WE DO NOT GUARANTEE THE TIMELINESS, VALIDITY, COMPLETENESS OR ACCURACY OF THE CONTENT. WE DISCLAIM ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH REGARD TO THE CONTENT, PRODUCTS, SERVICES AND ALL OTHER INFORMATION CONTAINED ON AND/OR MADE AVAILABLE THROUGH THIS SITE, INCLUDING BUT NOT LIMITED TO THE AVAILABILITY OF THIS SITE. ALTHOUGH WE MAY UPDATE THE CONTENT ON THIS SITE FROM TIME TO TIME, PLEASE NOTE THAT MEDICAL INFORMATION CHANGES RAPIDLY. THEREFORE, SOME OF THE INFORMATION MAY BE OUT OF DATE AND/OR MAY CONTAIN ERRORS. BECAUSE SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, THESE EXCLUSIONS MAY NOT APPLY TO YOU.
c. We take no responsibility for Member Content or third party advertisements that are posted on the Site, nor do we take any responsibility for the goods or services provided by our advertisers.

6. Indemnification. You agree to indemnify, defend and hold harmless ListEasy, its officers, directors, employees, agents, information providers, partners, advertisers and suppliers (the "ListEasy Parties") from and against all losses, expenses, damages and costs, including reasonable attorney's fees, resulting from (a) provision of Member Content by you, or (b) your use of the Content or Site; and/or (c) your breach of the terms of this Agreement, (including infringement of third parties' worldwide intellectual property rights or negligent or wrongful conduct) by you or any other person accessing the Site using your Account.

7. Waiver, Release and Limitation of Liability. YOU AGREE THAT NONE OF THE LISTEASY PARTIES SHALL HAVE ANY LIABILITY TO YOU UNDER ANY THEORY OF LIABILITY OR INDEMNITY IN CONNECTION WITH YOUR USE OF THE SITE. YOU HEREBY RELEASE AND FOREVER WAIVE ANY AND ALL CLAIMS YOU MAY HAVE AGAINST THE LISTEASY PARTIES (INCLUDING BUT NOT LIMITED TO CLAIMS BASED UPON THE NEGLIGENCE OF ANY OF THE LISTEASY PARTIES) FOR LOSSES OR DAMAGES YOU SUSTAIN IN CONNECTION WITH YOUR USE OF THE SITE.

NOTWITHSTANDING THE FOREGOING PARAGRAPH, THE TOTAL LIABILITY OF THE LISTEASY PARTIES, IF ANY, FOR LOSSES OR DAMAGES SHALL NOT EXCEED THE FEES PAID BY THE USER TO LISTEASY FOR THE PARTICULAR INFORMATION OR SERVICE PROVIDED. IN NO EVENT SHALL ANY OF THE LISTEASY PARTIES BE LIABLE TO YOU FOR ANY LOSSES OR DAMAGES OTHER THAN THE AMOUNT REFERRED TO ABOVE.

NONE OF THE LISTEASY PARTIES WILL BE LIABLE OR HAVE ANY RESPONSIBILITY OF ANY KIND FOR ANY LOSS OR DAMAGE THAT YOU INCUR IN THE EVENT OF ANY FAILURE OR INTERRUPTION OF THIS SITE, OR RESULTING FROM THE ACT OR OMISSION OF ANY OTHER PARTY INVOLVED IN MAKING THIS SITE OR THE DATA CONTAINED THEREIN AVAILABLE TO YOU.

IF ANY PART OF THIS LIMITATION DOES NOT APPLY TO YOU, FOR ANY REASON, THAN UNDER THOSE CIRCUMSTANCES, THE AGGREGATE LIABILITY OF THE LISTEASY PARTIES SHALL NOT EXCEED ONE HUNDRED ($100) DOLLARS IN THE AGGREGATE.

8. Third Party Rights. The provisions of paragraphs 11 (Indemnification) and 12 (Waiver, Release and Limitation of Liability) are for the benefit of the LISTEASY Parties. Each of the LISTEASY Parties shall have the right to assert and enforce those provisions directly against you on its own behalf.

9. User Representations. You represent and warrant that you are at least 13 years of age and that you possess the legal right and ability to enter into this Agreement and to use the Site in accordance with this Agreement. You agree to be financially responsible for your use of the Site (as well as for use of your Account by others (whether authorized or unauthorized), including use by any minors living with you) and to comply with your responsibilities and obligations as stated in this Agreement.

10. Miscellaneous. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regarding provisions relating to conflicts of law. You agree that any legal action or proceeding between LISTEASY and you for any purpose concerning this Agreement or the parties' obligations under this Agreement shall be brought exclusively in a court of competent jurisdiction sitting in Fairfax County, Virginia, United States, and by accessing the Site you consent to the personal jurisdiction of any state or federal court located in the Commonwealth of Virginia. Any cause of action or claim you may have with respect to the Site and/or this Agreement must be commenced within one (1) year after the claim or cause of action arises. This Agreement constitutes the entire Agreement between LISTEASY and you with respect to your access and use of the Site. Any failure by us to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this Agreement.

11. Termination, Assignment. We may terminate your Account at any time without notice to you. We may assign our rights and duties under this Agreement to any party at any time without notice to you. You may not assign this Agreement to anyone else.

12. Notice. We may deliver notice to you under this Agreement by means of electronic mail, a general notice on the Site, or by written communication delivered by first class U.S. mail to your address on record in your Account information, if any. You may give notice to us at any time by letter delivered by first class postage prepaid U.S. mail or overnight courier to the following address:

LISTEASY, Inc.
P.O. BOX 4071
Arlington, VA 22204
Attn: General Counsel

13. Severability. The provisions of this Agreement are severable, and in the event any provision hereof is determined to be invalid or unenforceable, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions.

14. General Description Of Listing

listeasy.net is a listing service for concert, theatre, and sports event brokers. listeasy.net does not guarantee that all information on the site will be completely accurate. The information on the listeasy.net site is provided in an "as-is" fashion. listeasy.net is not liable for any damages that are caused by the use of the site and again does not guarantee the accuracy of the information on the site.

listeasy.net offers a Listing service system which uploads your ticket inventory to ebay. This service helps streamline the process for brokers to sell their tickets for concert, theatre, and sporting events on Ebay .

listeasy.net reserves the right to suspend or terminate any membership at any time without explanation.

15. Membership

Membership to listeasy.net is provided on a monthly basis. Members will be charged approximately every thirty days (once per month) at the rate to which they sign up. New members (who qualify) are given a 1 week trial period in which they are allowed to request a full refund within exactly 1 weeks of their signup. For members to qualify for the 1 week trial period they must have one of the following:

15.1 An active ebay account which is used for selling tickets (must have one set of tickets posted within the last month).

15.2 A valid ticket brokers affiliate account with tickets now and/or ticket network and/or ticket solutions.

Members who wish to cancel their account should visit the support page after logging in. There members can find a button to stop billing. Unfortunately we do not provide refunds if you do decide to cancel your membership after the start of your new billing cycle. If you have any questions or problems please contact support@listeasy.net. Members are not allowed to share their login information with anyone. The username which a members signs up with will be the corresponding username in our member forums. Members will be notified in advance of any rate changes. Members must at sign up and throughout the term of their membership provide accurate information for billing purposes.

15.3 Terms of Use

By being a member of listeasy.net you agree that you are using the site and its information for personal use on uploading content to Ebay. You may not publish, reprint, distribute, duplicate, or modify any information provided by this site. Any abuse of our service will cause termination of any membership at any time without explanation and without possibility of refund.

15.4 listeasy.net uploading

Each member of listeasy.net is allowed to upload through our web services for Ebay up to an allotted number of auctions set by Ebay.com and listeasy.net. listeasy.net reserves the right to remove any files uploaded onto listeasy.net at any time without reason.

15.5 listeasy.net Member Forums

listeasy.net frequently monitors its member forums. Members who make complaints about listeasy.net on the forums will be disabled immediatley without possibility of refund. If you have a complaint about the site please email support at support@listeasy.net. listeasy.net can and will remove or edit anything posted on its forums as it sees fit. listeasy.net can remove or ban any members on its forums which are found to be disruptive, vulgar, or performing illegal activities.

15.6 listeasy.net Pricing

All product information and prices subject to change without notice. listeasy.net is not responsible for typographical errors. We try to keep our prices and information as current as possible. However, due to possible unforeseen changes and/or volatile markets, there may be a price or informational change on our service before we update it in our listings. Should there be a price change on an service you have ordered, we will call you to advise you of the change. Please be sure to provide us with your day and night phone numbers and the hours you can be reached on your Order Form.

16. Acceptance of Terms

ListEasy.net, Inc. ("ListEasy.net") provides the ListEasy.net Website and the features, content and services on the ListEasy.net Website (collectively, the "Service") to you, subject to the following Terms of Service (the "TOS"). By accessing the Service or any portion thereof, you signify your agreement to all terms, conditions, and notices contained or referenced in the TOS. If you do not agree to the TOS, do not use the Service. ListEasy.net reserves the right, at its discretion, to update or revise the TOS from time to time without notice to you. Please check the TOS periodically for changes. You can review the most current version of the TOS at any time at http://www.ListEasy.net/termsofservice.html. Your continued use of this Service following the posting of any changes to the TOS constitutes acceptance of any such changes. In addition, when using particular services or features of the Service, you shall be subject to any guidelines or rules applicable to such services which may be posted from time to time. All such guidelines or rules are hereby incorporated by reference into the TOS.

17. ListEasy.net Privacy Policy

Information you supply about yourself through any registration form on the Service (the "Registration Data") and certain other information about you is subject to our Privacy Policy, as well as the privacy policies of certain of ListEasy.net's Service Providers (as defined below). For more information, see our full privacy policy at http://www.ListEasy.net/privacy.htm. The ListEasy.net Privacy Policy is incorporated into the TOS by reference. You understand that through your use of the Service you consent to the collection and use (as set forth in the Privacy Policy) of this information, including the transfer of this information to the United States and/or other countries for storage, processing, and use by ListEasy.net, its affiliates and Service Providers.

18. Description of Service and General Obligations
18.1 Description of Service:

The Service provides a collection of on-line resources, including without limitation: (a) a service permitting users to connect with other user to buy, sell and trade personal property ("Transaction Service"); (b) a social networking service that allows users to create personal profiles and communicate through chat, confidential messaging, online forums and other communications tools ("Networking Service"); and (c) email ("Email Service"). You also understand and agree that the Service may include advertisements and that these advertisements are necessary for ListEasy.net to provide the Service. You also understand and agree that the Service may include certain communications from ListEasy.net and its Service Providers, such as product/service announcements, administrative messages, special offers and newsletters. Unless explicitly stated otherwise, any new features that augment or enhance the current Service, including the release of new ListEasy.net properties or services, shall be subject to the TOS.

18.2 Fees and Payment:

(a) General: ListEasy.net reserves the right, at any time, to charge fees for access to the Service or any portion thereof. In consideration of your use of the Service, and as an ongoing condition of maintaining your account, you hereby agree to pay ListEasy.net any such fees specified within the Service, as modified from time to time. Unless otherwise specified, all fees are due immediately and are non-refundable. Set up or account fees will become payable on the applicable effective date for the applicable portion of the Service. Transaction fees associated with sales of personal property through the Transaction Service are payable upon completion of any sale transaction. You agree to pay all value added, sales, foreign withholding taxes and any other taxes related to the services or payments made by you hereunder. All payments of fees for ListEasy.net services shall be made in U.S. dollars. In the event that you fail to make timely payment of fees, such failure shall constitute a material breach of the TOS, and, in addition to any other remedies available to ListEasy.net: (a) LISTEASY may suspend completion of a sale through the Transaction Service until additional funds are added to you account to cover applicable transaction fees; (c) ListEasy.net may suspend your account or access to the Service until such payment is received; (b) all sums due and payable that remain unpaid will accrue interest as a late charge of 1.5% per month or the maximum amount allowed by law, whichever is less ; and (c) you will be liable for any attorney fees, collections agency fees and other service fees that ListEasy.net incurs to collect unpaid fees.

(b) Transfer of Funds to Account; Withdrawal of Funds: You may deposit funds into your account from time to time by means of credit/debit card issued by VISA, MasterCard or American Express; ACH (Automated Clearing House) withdrawal from your bank account; a PayPal account; or such other means as ListEasy.net may subsequently designate. To the extent you provide ListEasy.net with credit card or bank account information in connection with your account, you hereby authorize ListEasy.net (and/or its third-party payment processors) to use such information to charge and transfer any specific amounts you authorize through the Service from time to time. You may authorize ListEasy.net to retain your credit card or bank account information for future use. At your discretion from time to time, or upon any cancellation or termination of your account by you or ListEasy.net, you may withdraw any balance of funds remaining in your account by filling out the form within your "Administration" Section of your "MySwapedo" page. Upon submission of your withdrawal request, ListEasy.net will return the selected amount of your account balance, by check within thirty (30) days after receiving such proper withdrawal request. ListEasy.net reserves the right, and shall be entitled, to deduct a standard processing fee of $1.00 USD from any such withdrawn account balance to cover the cost of processing and mailing the transfer of funds.

(c) Automatic Replenishing of Your Account: You may choose to have ListEasy.net automatically replenish your ListEasy.net account, from your credit card or bank, when your funds drop to a set level that you have chosen ("Target Amount"). You are required to authorize ListEasy.net to store and retain your personal credit card or bank account information for future use. By choosing this option you are agreeing to recurring charges to replenish your ListEasy.net account. Prior to initiating an automatic replenishment of your account, ListEasy.net will notify you when your ListEasy.net account has dropped to the Target Amount. ListEasy.net will provide you with an option to cancel the automatic replenishment and to opt-out of the process.

18.3 Access to Service:

You are responsible for obtaining access to the Service, and that access may involve third-party fees (such as Internet service provider, telephone or airtime charges). You are responsible for those fees. In addition, you must provide and are responsible for all equipment necessary to access the Service.

18.4 Registration, Accounts and Passwords:

In consideration of your use of the Service, you represent that: (i) you are of legal age to form a binding contract; or (ii) your registration for, and use of, the Service is expressly authorized by a parent or guardian of legal age to form a binding contract and who agrees to be bound by the TOS and by any purchase, sale or trade transaction in which you participate. You further represent that you have provided accurate information regarding your age as part of the Registration Data and that you are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. Your right to use the Service is personal to you. Therefore, a user may only be an individual, not a corporation or other business entity. For the avoidance of doubt, an individual user may be an employee or agent of a business entity using the Service on behalf of such entity; in such case, such entity shall also be fully bound by these TOS, will be fully responsible for such employee's or agent's use of the Service, and shall ensure that the agent or employee complies in all respects with these TOS. You also agree to: (a) provide true, accurate, current and complete Registration Data; and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or ListEasy.net has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, ListEasy.net has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof). You will receive a password and account designation upon completing the Service's registration process. Your password and account are solely for your personal use, and you shall not authorize others to use your account, including your profile or email address. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. You agree to: (x) immediately notify ListEasy.net of any unauthorized use of your password or account or any other breach of security; and (y) ensure that you exit from your account at the end of each session. Neither ListEasy.net nor its Service Providers will be liable for any loss or damage arising from your failure to comply with this section.

18.5 Children:

ListEasy.net is concerned about the safety and privacy of all its users, particularly children. The Service is not directed to children under the age of 13. The Service requires all users to be at least 13 years of age. In the event that a registrant's age, as indicated in the Service registration, is less than 13, that user will be prevented from registering for the Service or establishing a user account. Children under the age of 18 may only register for the Service with the express consent of, and supervision by, a parent or legal guardian. When you, as a parent or guardian, permit a child to access the Service, you represent and agree that: (a) you are fully bound by the TOS; (b) you shall ensure that your child complies in all respect with the TOS and you shall be responsible for any breach by your child of any term or condition of the TOS; (c) you consent to ListEasy.net's collection, use and disclosure of Registration Data and other personal information from your child in accordance with the Privacy Policy; and (d) with respect to any sale, purchase or trade transaction conducted by your child through the Service: (i) you consent to and are personally bound by the terms of such transaction as the actual party in interest, and your child is acting on your behalf and at your direction solely as an authorized agent; and (ii) you directly own and have the right to dispose of any personal property that your child intends to trade or sell in connection with a transaction. Accordingly, prior to activating any account for a child under 18 or at any other time thereafter, ListEasy.net reserves the right to require, in such manner as ListEasy.net may designate from time to time, that the parents of that child affirmatively consent and agree to all of the foregoing. Please remember that the Service is designed to appeal to a broad audience. Accordingly, as the parent or legal guardian, it is your responsibility to determine whether any portion of the Service and/or User Content (as defined in Section 3.6 below) are appropriate for your child. If you, as a parent or guardian, object for any reason to your child's use of or registration with the Service, you may send ListEasy.net an email at privacy@ListEasy.net requesting cancellation of your child's account, and ListEasy.net, upon reasonable verification of your identity, will promptly terminate and delete the child's account and all associated registration information. Furthermore, if you, as a parent or guardian, object to, or have concerns regarding, your child's use of the Service, ListEasy.net encourages you to install parental control software on your computer permitting you to block your child's access the Service. ListEasy.net may delete your account and/or profile, including any related User Content, without warning if it discovers that you are misrepresenting your age.

18.6 User Content and Conduct:

You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials that any user posts, sends, publishes or otherwise transmits by any means through the Service (collectively "User Content") are the sole responsibility of the person from which such User Content originated. This means that you, and not ListEasy.net or its Service Providers, are entirely responsible for all User Content that you upload, post, email, transmit or otherwise make available via the Service. ListEasy.net does not control the User Content posted via the Service and, as such, does not guarantee the accuracy, integrity, legality or quality of such User Content. You understand that by using the Service, you may be exposed to User Content that is offensive, indecent, objectionable or violative of third-party rights. Under no circumstances will ListEasy.net or its Service Providers be liable in any way for any User Content, including, but not limited to, for any errors or omissions in any User Content, or for any loss or damage of any kind incurred as a result of the use of any User Content posted, emailed, transmitted or otherwise made available via the Service.

19. User NOT COMPETE:

For good consideration and as an inducement for ListEasy.net, the undersigned user hereby agrees not to directly or indirectly compete with the business of the Company and its successors and assigns during the period of use and for a period of 5 years following termination of use and notwithstanding the cause or reason for termination. The term "not compete" as used herein shall mean that the user shall not own, manage, operate, consult or be employed in a business substantially similar to, or competitive with, the present business of the Company or such other business activity in which the Company may substantially engage during the term of use. The User acknowledges that the Company shall or may in reliance of this agreement provide User access to trade secrets, customers and other confidential data and good will. User agrees to retain said information as confidential and not to use said information on his or her own behalf or disclose same to any third party. This non-compete agreement shall be in full force and effect for 5 years, commencing with the date of user termination. This agreement shall be binding upon and inure to the benefit of the parties, their successors, assigns, and personal representatives.