Get Working Capital at Competitive Rates - Accounts Receivable Financing at The Receivables Exchange

PLEASE REVIEW THESE TERMS OF USE CAREFULLY BEFORE USING THIS WEBSITE (THE "SITE"), WHICH IS OWNED AND OPERATED BY THE RECEIVABLES EXCHANGE, LLC. BY USING THIS SITE, YOU INDICATE YOUR BINDING AGREEMENT TO COMPLY WITH THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU SHOULD EXIT THIS SITE IMMEDIATELY.

The Receivables Exchange, LLC ("TRE", "we", "us" or "our") requires that all visitors to the Site must adhere to the following terms and conditions of use (the "Terms"). By accessing the Site and any of its pages, you indicate that you have read, understood and accepted these Terms without limitation or qualification. We may revise these Terms at any time by updating this posting, so you should review the Terms each time you use the Site. Your continued use of the Site after any change in these Terms constitutes your agreement to be bound by such changes. TRE may terminate, suspend, change or restrict access to this Site, or any part of it, without notice or liability.

These Terms of Use apply generally to all visitors to the Site and additional restrictions and rules apply to registered Sellers selling and member Buyers purchasing Receivables over the Exchange.

Laws and Regulations
Access to and use of the Site are subject to all applicable federal, state and local laws and regulations. The interpretation and enforcement of these Terms will be governed by federal law and, to the extent applicable, the laws of the State of Louisiana, without regard to its conflict of laws rules.

Electronic Communications
When you visit the Site or send e-mails to us, you are communicating with us electronically and consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this Site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications must be in writing.

You will be responsible for the content of any material you, or others on your behalf or in your name, enter on the Site. We have no responsibility for the content of any messages communicated by users of this Site, or for the content of information of third parties on the Internet, even if accessed through the Site. However, we retain the right, which we may or may not exercise in our sole discretion, to review, edit or delete any information that we deem to be illegal, offensive or otherwise inappropriate.

Copyright
All content included on this Site, including without limitation the TRE Platform, the contents of all TRE Program Agreements, all TRE Work Product Data and all other text, data, graphics, articles, design, source code, software, photos, images and other information (collectively, the Content), is the property of TRE or its content providers and is protected by United States and international copyright laws and treaties. You agree that the Content may not be copied, reproduced, distributed, republished, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording or otherwise without the express, prior written consent of TRE. Any unauthorized use of any Content on this Site may violate copyright and other laws as well as TRE's standards of party confidentiality, internet security and privacy.

Trademarks
The name "The Receivables Exchange" (including the TRE logo), receiveablesxchange.com, and all related logos, trade names, trademarks and service marks (collectively "TRE Trademarks") are trademarks or service marks of TRE. Other company, product, and service names and logos used and displayed on this Site may be trademarks or service marks owned by TRE or others. Nothing on this Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the TRE's Trademarks found on the Site except pursuant to written authorization from TRE in each instance. You may not use, copy, display, distribute, modify or reproduce any of TRE Trademarks without written authorization from us. TRE prohibits use of any of TRE Trademarks as part of a link to or from any site unless establishment of such a link is approved in writing by us in advance.

Patents
Technologies and processes used by this Site are the subject of one or more TRE patents and other patents that are pending.

Limitations Of Use
You agree to use the Content and this Site only for lawful purposes and as provided in the TRE Program Agreements. You are prohibited from any use of the Content or this Site that would constitute a violation of any applicable law, regulation, rule or ordinance or that could give rise to any civil or criminal liability. Any unauthorized use of the Site, including but not limited to unauthorized entry into TRE systems, misuse of passwords or misuse of any information posted on the Site is strictly prohibited. Your eligibility for particular products or services is subject to final determination by TRE.

Your Account
If you are a registered Seller or a member Buyer of Receivables over the Exchange, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password.

Limitation of Liabilities snd Warranties
NEITHER TRE NOR ANY OF ITS AFFILIATES, PROVIDERS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, INDEPENDENT CONTRACTORS OR LICENSORS (COLLECTIVELY THE "TRE PARTIES") GUARANTEES THE ACCURACY, ADEQUACY, TIMELINESS, RELIABILITY, COMPLETENESS, OR USEFULNESS OF ANY OF THE CONTENT, AND TRE DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THE CONTENT.

THIS SITE AND ITS CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR TITLE. ADDITIONALLY, THE TRE PARTIES MAKE NO WARRANTIES AS TO THE RESULTS OF YOUR USE OF THE CONTENT OR THAT THE SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THIS DOES NOT AFFECT THOSE WARRANTIES THAT ARE INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THESE TERMS.

TRE MAY DISCONTINUE OR CHANGE THE CONTENT AND SITE AT ANY TIME WITHOUT ANY PRIOR NOTICE TO YOU AND WITHOUT ANY LIABILITY TO YOU. ANY DATED INFORMATION IS PUBLISHED AS OF ITS DATE ONLY, AND THE TRE PARTIES DO NOT UNDERTAKE ANY OBLIGATION OR RESPONSIBILITY TO UPDATE OR AMEND ANY SUCH INFORMATION. TRE RESERVES THE RIGHT TO TERMINATE ANY OR ALL SITE OFFERINGS OR TRANSMISSIONS WITHOUT PRIOR NOTICE TO YOU. THIS SITE COULD CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. YOU ASSUME THE ENTIRE RISK AS TO THE USE OF THIS SITE.

IN NO EVENT WILL THE TRE PARTIES BE LIABLE FOR ANY PUNITIVE, SPECIAL, DIRECT, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO LOSS OF USE, DATA, OR PROFITS, WITHOUT REGARD TO THE FORM OF ANY ACTION, INCLUDING BUT NOT LIMITED TO CONTRACT AND TORT ACTIONS (INCLUDING LIBEL), ARISING OUT OF OR IN CONNECTION WITH THE USE, COPYING OR DISPLAY OF, OR THE INTERACTION OR ANY OTHER FORM OF COMMUNICATION WITH, THE SITE AND THE INFORMATION CONTAINED AT THE SITE (INCLUDING VIA COMPUTER VIRUSES OR ANY OTHER FORM OF SOFTWARE), EVEN IF THE TRE PARTIES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR EXPENSES. IF YOUR USE OF MATERIALS FROM THIS SITE RESULTS IN THE NEED FOR SERVICING, REPAIR OR CORRECTION OF EQUIPMENT OR DATA, YOU ASSUME ANY COSTS THEREOF. TRE IS NOT LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THIS SITE IS TO STOP USING THE SITE. YOU AGREE THAT, IF THE FOREGOING LIMITATION IS FOUND TO BE INVALID, THE TRE PARTIES' TOTAL LIABILITY FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION OF ANY KIND OR NATURE WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

Marketing/Links to Other Web Sites
By using the Site, you agree that we may market our services and the services of other companies on the Site through the use of banner ads, "hyper-links" and other similar marketing devices. Products offered will be at our sole discretion and may be provided by companies not affiliated with TRE. Nonaffiliated companies will be solely responsible and liable for the provision of or failure to provide stated services, benefits, or products. TRE does not endorse or guarantee products or services provided by nonaffiliated companies.

Some of the Web sites listed as links herein are not under TRE's control but rather are exclusively controlled by third parties. Accordingly, TRE makes no representations whatsoever concerning such Web sites. Although TRE may provide a link to a third party site, such a link is not an authorization or endorsement by TRE with respect to such Web site, its owners or its providers and is provided only as a convenience to you. TRE has not tested any information, products or software found on such Web sites and, therefore, cannot make any representations whatsoever with respect thereto. It is up to you to take precautions to ensure that whatever you select is free of viruses, worms, Trojan horses and other destructive items.

Indemnification
You agree to indemnify and hold harmless the TRE Parties from and against any and all claims, losses, expenses, demands or liability, including attorney's fees and costs, incurred by the TRE Parties in connection with any claim by a third party (including any intellectual property claim) arising out of your violation of these Terms, applicable state or federal law, or any other person's rights, including but not limited to infringement of any copyright or violation of any proprietary, party confidentiality or privacy right. You further agree that you will fully cooperate in the defense of any such claims. Each of the TRE Parties reserves the right, at their own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you will not in any event settle any such claim or matter without TRE's written consent.

Monitoring the Site
You acknowledge and agree that TRE has the right, but not the obligation, to monitor the Site electronically from time to time and to disclose any information as necessary or appropriate to satisfy any law, regulation or other governmental request, to operate the Site, or to protect itself or other users of the Site.

Submissions to the Site
All remarks, discussions, ideas, concepts, techniques, graphics or other submissions communicated to TRE through the Site (collectively "Submission") will be deemed and remain the property of TRE, and TRE is entitled to any Submission without restriction or compensation to the party who provided the Submission. TRE will not be subject to any obligation of confidentiality regarding any Submission except as expressly agreed by TRE or as otherwise required by applicable law or TRE's Privacy Statement.

Waiver
TRE's failure to enforce any of its rights under these Terms will not be construed as a waiver of those rights or any other rights in any way whatsoever.

Privacy
In order to understand our privacy practices and policies, please review our Privacy Statement, which also governs your use of the Site.

Termination
TRE may terminate these Terms at any time, without notice, or suspend or terminate your access to and use of the Site, with or without cause, in TRE's absolute discretion, pursuant to other agreements that you may have with TRE, and without notice. However, notwithstanding termination of your use or access to the Site, the following provisions of these Terms will survive: Indemnification, Limitations of Liability and Warranties, Waivers, Dispute Resolution and any other provision that by its terms survives termination of your use of or access to the Site.

Dispute Resolution
You agree that you will notify TRE in writing of any claim or dispute concerning or relating to the Site and information or services provided through it, and give TRE a reasonable period of time to address it before bringing any legal action against TRE.

Other Agreements; Additional Terms
These Terms will be subject to any other agreements you have entered into with TRE. Furthermore, certain sections or pages on the Site may contain separate terms and conditions of use, which are in addition to these Terms. In the event of a conflict, the additional terms and conditions will govern for those sections or pages.

Severability
If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions of these Terms will remain in full force and effect.

General Provisions
These Terms supersede any previous Terms and Conditions of Use to which you and we may have been bound. These Terms will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Neither the course of conduct between parties nor trade practice shall act to modify any provision of these Terms. All rights not expressly granted herein are hereby reserved. Headings are for referenced purposes only and in no way define, limit, construe or describe the scope or extent of any section.

Louisiana Law Applicable
The substantive laws of the State of Louisiana, irrespective of the conflict of law rules of that state, shall apply and exclusively govern the rights and relationships of all Parties.

Copyright Complaints
If you believe that any materials on the Site constitute copyright infringement, you should notify TRE's designated copyright agent in writing and include the following information:

• an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
• a description of the copyrighted work that you claim has been infringed;
• a description of where the material you claim is infringing is located on the Site;
• a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and
• a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or duly authorized to act on the copyright owner's behalf.

TRE's agent for notification of claimed copyright infringement is David S. Willenzik, General Counsel, The Receivables Exchange, 220 Camp Street, 5th Floor, New Orleans, LA 70130 (504) 208-1536;

Contacting Us:
If you have questions about the Terms or the practices of TRE, please contact us at The Receivables Exchange, Attn: David S. Willenzik, General Counsel, 220 Camp Street, 5th Floor, New Orleans, LA 70130 (504) 208-1536.