I) Definitions:

1. RFIDConsultants.com™ (hereinafter referred to as: “RCC”) is an International, professional services portal providing RFID Consulting, Biometric Consulting, Sensor Consulting, Smart Card Consulting, Bar-code Consulting, NFC Consulting, and Wireless Consulting  services in all regions of the world. RCC also provides its clients with Project managers and Systems Integrators who can deliver a total solution to our clients.
   
   
2. RCC provides and coordinates both on-line and on-site consulting services, to potential clients in those technologies outlined above, Clients may submit a Request For Proposal (RFP), or a Request For Quote (RFQ), or may retain our professional consulting staff on an as need bases to assist   in a pilot or a pending project.
   
   
3. It is the goal of RCC to provide Clients with access to a global network of qualified, knowledgeable, experienced professional consultants, project managers, and system integrators (hereinafter referred to as RSW Associates™ ) who work on behalf of RCC to service RCC Clients and their project needs.
   
   
4. “Visitor” and “Visitors” refers to any person, or persons who access(es) the RCC web site  and peruses any of its posted materials.
   
   
5. “Client” and “Clients” are defined as an individual and/or a corporation who already has a signed agreement with RFIDConsultants.com™ to provide a set of services for a given project either on location or via on-line, virtual consulting. A Client(s) are those individuals/entities who may also have submitted an RFP or RFQ to RFIDConsultants.com™  for its review.

II) General Terms and Conditions

1. This Universal Terms of Use Agreement ("Agreement") and our Privacy Statement sets forth the legally binding terms for the use of the RFIDConsultants.com™ web site and its related services.
   
   
2. By using the RFIDConsultants.com™, you agree to be bound by this Agreement and our Privacy Statement, whether you are a Visitor, an RSW Associate ™, or Client.
   
   
3. As an RSW Associate™, Client or Visitor, you are authorized to use the RFIDConsultants.com™ web site only, if you agree to abide by all applicable laws and to this Agreement and our Privacy Statement . Please read this Agreement and our Privacy Statement carefully and save them. If you do not agree with these Universal Terms Of Use, or our Privacy Statement, please exit this website and discontinue use of RFIDConsultants.com™ immediately.
   
   
4. The services offered by RFIDConsultants.com™ via this web site to Visitors, Clients and RSW Associates™ may include but are not limited to: the RCC website, its content, its global network of RSW Associates™, software, content, forms, or other services offered from time to time by RCC in connection with this portal.
   
   
5. RCC’s corporate management team, its web site and the web hosting of RCC’s web site along with all other related services are headquartered in the USA and are governed by the laws of the USA.
   
   
6. RCC currently provides this International web site portal to you, as an RSW Associate™, Client or Visitor, under the terms and conditions primarily set forth in this Universal Terms of Use section and our Privacy Statement section of the web site. However, there may be additional terms and conditions in other sections of this web site, which are expressly incorporated herein and also must be observed and followed (collectively referred to hereinafter as "Universal Terms of Use"). By accessing or using this site, as an RSW Associate™, Client or Visitor, you agree to abide by the Universal Terms of Use and our Privacy Statement.
   
   
7. Subject to the Universal Terms of Use and our Privacy Statement, RCC grants you a non-exclusive, non-transferable, limited, conditionally revocable, right to access, use and privately display this Web site for the sole purpose of exchanging information for your legitimate business needs. Any other use of this web site is expressly prohibited and constitutes a material violation of the Universal Terms of Use and our Privacy Statement. Prohibited uses include, without limitation, using email addresses obtained from this web site for solicitation purposes of any kind, directly or indirectly, the use of data mining, robots or other similar data gathering and extraction tools, and making any derivative works based, in whole or in part, on any portion or all of this web site.
   
   
8. RCC reserves the right, at its sole discretion, to change, modify, add or remove the Universal Terms of Use and our Privacy Statement, in whole or in part, at any time without prior notice or liability. Your continued access or use of this site after any such change, modification, addition or removal of the Universal Terms of Use and/or our Privacy Statement will constitute your acceptance thereof. Furthermore, RCC reserves the right, at its sole discretion, and without prior notice or liability, to terminate, modify or add any features to this web site at any time. RCC also reserves the right, at its sole discretion, and without prior notice or liability, to limit or terminate your access to this web site, and as an RSW Associate™, Client or Visitor, you agree to abide by such limit or termination.
   
   
9. As an RSW Associate™, Client, you agree to take reasonable precautions to maintain the confidentiality of your account name and password for full access to this web site. In addition, you agree not to modify, add or delete any content on this site. Further, you agree not to interrupt or attempt to interrupt the operation of this web site or access thereto by other RSW Associates™, Clients or Visitors.
   
   
10. As an RSW Associate™, Client or Visitor, you may NOT link to this web site, without the prior written consent of RCC management. In the event you do want to create a LINK to the RCC web site it is understood that your web site must NOT contain any offensive or illegal materials that may portray RCC  or its affiliates in a negative manner or otherwise portray its services in a false, misleading, derogatory or offensive manner. Further, no express or implied affiliation with RCC may be indicated without RCC’s written permission. RCC reserves the right to require that you remove any link to the RCC web site for any reason, and you agree to carry out the removal immediately.
    
    
11. As an RSW Associate™, Client or Visitor you agree not to use a false email address, impersonate any person or entity, or otherwise mislead as to the source of the information you provide to this web site or to the Clients of RCC. You also agree that information you provide to this web site will be true and accurate to the best of your knowledge, and that nothing you provide shall be illegal, obscene, threatening, defamatory, invasive of privacy, infringing on the rights of, or otherwise injurious to person or property, including, without limitation, software viruses, worms, or other malicious code.
    
    
12. If any USA court of competent jurisdiction deems any provision of these Universal Terms of Use to be unenforceable, then that provision shall be enforced to the extent possible to effect the intent of the Universal Terms of Use, and the remaining provisions shall remain in full force and effect.
    
    
13. The headings in this section of the Web site are intended solely for convenience and are not considered to be terms within the Universal Terms of Use. The Universal Terms of Use constitutes the entire agreement between RCC and you, as an RSW Associate™, Client or Visitor, with regard to your access and use of this Web site, and supersedes all prior agreements and understandings, whether written or oral, in connection herewith.

III) RSW Associates™

1. If you wish to join the RSW Associate™ team and participate in RFIDConsultants.com™ activities and services, you must read this Agreement and our Privacy Statement and indicate your acceptance of both during the Registration process for consultants, system integrators, and project managers.
   
   
2. To ensure that a high level of quality services are being provided to Clients, RSW Associates™ are contractually prohibited from  unilaterally contracting with Clients for a period of at least one year after their introduction to  Clients, or the completion of a project, or consultation initiated through RCC – whichever date comes later.

IV) Clients

1. If you wish to become a Client and participate in RFIDConsultants.com™ activities and services, you must read this Agreement and our Privacy Statement and indicate your acceptance of both during the Registration process for Clients.

V) Representations And Warranties

1. As an RSW Associate™, Client, or Visitor, you, or the individual(s) who electronically execute this Agreement hereby represent and warrant that they have the right, power, legal capacity and appropriate authority to enter into this Agreement.
   
   
2.  As an RSW Associate™, Client, or Visitor, you represent and warrant that you are 21  years of age or older. You also warrant that each action you make is being done so in good faith and that you have no knowledge of it infringing upon or conflicting with the legal rights of a third party.
   
   
3. )RCC expressly reserves the right to preclude, deny, cancel, or restrict, the use of RCC’s services to any individual, Visitor(s), RSW Associate(s) ™, Client(s), or corporation  that it deems necessary, in its discretion, to protect the integrity and stability of its business.
   
   
4. RCC will comply with any applicable laws, government rules or requirements, requests of law enforcement, in compliance with any dispute resolution process, or to avoid any liability, civil or criminal, on the part of RCC, as well as its RSW Associates ™ , subsidiaries, officers, directors and employees.

VI) Prepaid Services – Pre-Paid Consulting Credits

1. RCC is providing this PREMIUM, Pre-Paid service to its Clients for their convenience. These consulting credits may be used only for on-line, Virtual consulting services between RCC its RSW Associates™ and the Client.
   
   
2. Clients may elect to use this service to save time and money by opening an account with RCC which will enable them to purchase blocks of consulting time and other designated services at reduced rates.
   
   
3. RCC will make available its Pre-Paid Consulting credits program in certain US $ (dollar) increments. All on-line, virtual, consulting time whether by phone, instant messaging, Skype, e-mail, or Fax will be billed against your account in full half hour (30 minute) increments. 
   
   
4. As consideration for the Pre-Paid consulting credits purchased by you and provided to you by RCC  it is agreed that you will pre-pay RCC in advance for the Services to be provided. Payment is to be made by you via a valid credit card, electronic fund transfer (bank wire transfer), money order, or corporate check. Corporate checks will be subject to the same processing fees as wire transfers. All International corporate checks will be delayed a maximum fourteen (14) days until the money is credited to the RCC bank account, which may delay Your usage of the Consulting services until your check clears the RCC bank. You agree that if the EFT or bank draft is returned unpaid, you will pay a service charge of $50.00 or the maximum amount allowed by law from your existing account.
   
   
5. You will be able to verify the balance in your account at any given time by logging in to “MY RCC ACCOUNT”. In the event that you decide to terminate your account and seek a refund for the Pre-Paid Consulting Credits, your refund will be made by via an RCC check to you minus any outstanding invoices or services fees.  
   
   
6. It is understood that all Pre-Paid funds will be held by RCC in an escrow account which will not accrue, bear, or pay interest to you or your firm.
   
   
7. It is also agreed that all transactions using Prepaid Services will be conducted in U.S. Dollars and that it is your responsibility to arrange for foreign currency translations prior to sending funds to open your RCC account. RCC and its financial institution will not accept wire transfers (EFT’s) received in foreign currencies.
   
   
8. Your RCC Account must be funded initially with no less than $ 1,000.00 dollars ($1000.00), paid in U.S. funds. You agree that you will be responsible for all wire transfer fees, both incoming and outgoing, associated with your account. Any non-U.S. wire transfers may be subject to fees by either your bank, intermediary banks or RCC’s bank, which may reduce the amount of the money received by RCC’s  bank and subsequently reduce the amount of funds available to you in your account.
   
   
9. RCC Pre-paid Consulting Services will receive a discount on hourly, on-line, virtual consulting services.  RCC reserves the right to discontinue or change the discounted rate offered to Pre-Paid customers for on-line consulting services at any time, without notice.
   
   
10. Use of funds in your account can only be made through the RCC purchase process at RCC’s Web site. Use of on-line, virtual consulting services may not be made unless there are sufficient, available funds in your account at the time of your need for consulting services to cover the allotted time you spend with one of our RSW Associates™. If insufficient funds are not available via your pre-paid account at the time of the consulting session you will need to immediately cover all incurred expenses via your credit card before the consulting service can be continued.
    
    
11. Additional funds may be added to your account at any time. The minimum increment for funds transfers is $ 500.00 US, (FIVE hundred United States dollars).
    
    
12. You will be able to access your account activity and records from the “MY RCC Account” Management tool on RCC ’s Web site. Your account will show purchases and the amount of funds remaining in your account. RCC reserves the right at all times to disclose any information about your account as RCC deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part from your account, in the sole discretion of RCC .
    
    
13. It is agreed, between you and RCC that RCC makes no representations or warranties of any kind in connection with its Pre-paid Consulting Services Program. RCC expressly reserves the right to deny, cancel/close any account that it deems necessary, in its discretion, to protect the integrity and stability of its Pre-paid Services program, or to comply with any applicable laws, government rules or requirements, requests of law enforcement, in compliance with any dispute resolution process, or to avoid any liability, civil or criminal, on the part of  RCC, as well as its affiliates, subsidiaries, officers, directors and employees.
    
    
14. Furthermore, RCC reserves the right to freeze an account during resolution of a dispute.

VII) Limitations On Damages, Disclaimer, And Liability

1. Information contained in RCC’s databases has been derived from information supplied by consultants, project managers, system integrators and or Clients. Although we believe that the information supplied is generally correct, we do not assume any responsibility whatsoever for its accuracy. The data and information contained in RCC’s databases are intended for use by RCC and its staff to make informed business decisions on behalf of RCC Clients. Conditions for use of RCC ‘s services may at times be beyond the knowledge or control of RCC management and consequently RCC assumes no liability whatsoever for loss or damage incurred as a result of application of the data or information presented. In addition, we assume no liability and make no warranty with respect to claims of patent, trademark or copyright infringement or other similar claims which may arise out of our delivery of RCC services.
   
   
2. In no event shall RCC and its management team be liable for any injury, expenses, profits, loss or damage, whether direct, incidental, or consequential, or any other financial loss or expense arising out of the access, use or inability to use anything on this web site or any services provided by RCC and its RSW Associates™ and described herein. Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply.
   
   
3. If, despite the language of the Universal Terms of Use and our Privacy Statement, RCC becomes liable to you for anything arising out of or related in any way to your access, use or inability to use this web site or any service provided by RCC and/or RSW Associates™, then RCC’s total liability to you shall not exceed the total payments actually made by you to RCC.
   
   
4. As an RSW Associate™, Client or Visitor, you agree to indemnify and hold RCC and RSW Associates™, where applicable, along with its officers, directors, agents and employees, as well any content providers, advertisers, and sponsors whose content or banner ads may appear on this web site, harmless from any claim or demand, including reasonable attorney's fees, made by any third party arising out of or related in any way to your access, inability to access or use of this Web site, or any breach by you of  RCC’s Universal Terms of Use.

VIII) Accurate Information

1. Clients, RSW Associates ™ , strategic partners, and advertisers, agree to provide and maintain accurate information by providing updates to RFIDConsultants.com™, as needed, while conducting business with RCC. It is agreed, that you will notify RCC within five (5) business days when any change of the information that you provided as part of the application and/or registration process changes. Failure by you, for whatever reason, to respond within five (5) business days to any inquiries made by RCC to determine the validity of information provided by you will constitute a material breach of this Agreement.
   
   
2. As an RSW Associate™, Client or Visitor, you agree that RCC may use and rely on any such information provided by you for all purposes in connection with your agreement with RCC. If you provide any information that is inaccurate, not current, false, misleading or incomplete, or if RCC has reasonable grounds to suspect that your information is inaccurate, not current, false, misleading or incomplete, RCC will have the right, in its sole discretion, to terminate its programs and services to you or your firm.

IX) Banner Ads/ Third Party Web Site Links/E-Mail

1. Purely as a convenience to you, as a Visitor, Client, or RSW Associate ™,  RCC may chose to provide on the RCC web site one or more links and/or banner ads that will take you to third party web sites and/or provide email contacts to third parties. RCC will use best efforts to ensure that these third party web sites are free of any malicious code. However, RCC makes no endorsement of such third parties, nor any representation or warranty regarding anything that takes place between you and any such third parties, including, without limitation, visits to third party web sites via links and/or banners ads found on the RCC web site, email correspondence with third parties, and business or other transactions with third parties found through this web site. It is understood that such third parties are independent from and not controlled by RCC or RSW Associates ™ , even if, a link, banner ad, or logo appears on the RCC web site linked from the RCC site to a third parties’ web site. It is up to you to take whatever precautions are necessary in order to protect your PC/Laptop/computer network against viruses, worms, or other malicious code that may be present on this third parties web site.

X) Intellectual Property (IP)

1. RSW Associates™, Clients and Visitors agree, that RCC and/or its licensor(s) holds all rights, title and interest in all RCC Software and Services and all intellectual property, including other rights related to intangible property, unless otherwise indicated. You acknowledge that no title or interest in such Intellectual Property Rights is being transferred to you and you agree to make no claim of interest in any such Services or RCC Software.
   
   
2. As an RSW Associate™, Client or Visitor, you understand and agree that all content and materials contained in this Agreement, along with other policies found within this web site, and any other affiliated web sites, are protected by the various copyright, patent, trademark, service mark and trade secret laws of the United States, as well as any other applicable proprietary rights and laws, and that RCC and/or its licensor(s) expressly reserves its rights in and to all such content and materials. You further understand and agree that you are prohibited from using, in any manner whatsoever, any of the content or materials described above without the express written permission of RCC and/or its licensor(s). No license or right under any copyright, patent, trademark, service mark or other proprietary right or license is granted to you or conferred upon you by this Agreement or otherwise.
   
   
3. As an RSW Associate™, Client or Visitor, you acknowledge and understand that the method of operation of this web site and/or the business methods employed are the IP of RCC. Copying any aspect thereof may be subject to injunctions, monetary damages and/or other legal ramifications.
   
   
4. RCC owns the following trademarks and/or service marks listed below. Marks without the registration symbol or the ™ are either under application for registration in the U.S. or are considered to be common law marks of RCC. You agree not to use any meta tags or other hidden text utilizing RCC's name or any of its trademarks or service marks without the express written consent of RCC.

   RFIDConsultants.com™
   RSW Associates ™
   
   All graphics:
   © 2007-2008 RFIDCONSULTANTS.COM™, Inc.(RCC) Maintains All Rights Reserved Throughout the World. RCC has a copyright interest on each page of this web site as well as in the individual content, forms, graphics, layout, look and feel, including, without limitation, all search forms and databases.

5. No portion of the RFID Consultants.com™ web site may be copied, in whole or in part, transmitted, posted, duplicated or used in any way without the express written permission of RCC.
   
   
6. As an RSW Associate™, Client or Visitor, you acknowledge that the information RCC has about its RSW Associates™, Clients and Visitors, including, without limitation, names, email addresses, usernames, passwords, site usage history, etc., is governed by its Privacy Statement and may also be a trade secret. In addition, you acknowledge that any information RCC has about the aggregate usage of this web site and any agreements RCC has with its RSW Associates ™, its client base, its strategic partners, sponsors and advertisers and any content providers for this site are also trade secrets.

XI) Global Usage  By Visitors /Clients / RSW Associates ™

1. The RFIDConsultants.com™ web site is controlled, operated, and administered by RCC from within the United States of America. RCC makes no representation that this site is available for access or use at other locations outside the U.S. However, any access or use from outside the U.S. is still subject to the Terms of Use. Access to this web site may be prohibited from territories where this site or any portion thereof is illegal. You agree not to access or use any information or materials on this Web site in violation of U.S. export laws and regulations, or in violation of any laws or regulations in the country from which you are accessing this web site.

XII) Governing Law, Venue, Remedy For Disputes

1. The validity, construction and performance of the Universal Term of Use and our Privacy Statement of this web site and the legal relations between you and RCC shall be governed by and construed in accordance with the laws of the State of Delaware, USA. 
   
   
2. This agreement shall be deemed entered into in the State of Delaware, USA. As an RSW Associate™, Client or Visitor, you agree that the laws and judicial decisions of the State of Delaware shall be used to determine the validity, construction, interpretation and legal effect of this Agreement. You agree that any action relating to or arising out of this Agreement shall be brought in the courts of State of Delaware. For the adjudication of disputes concerning the use of RCC and its services you agree to submit to jurisdiction and venue in the U.S. District Court for the State of Delaware in the City of Wilmington, DE, USA.
   
   
3. As an RSW Associate™, Client or Visitor, you agree to waive the right to trial by jury in any proceeding that takes place relating to or arising out of this Agreement.
   
   
4. As an RSW Associate™, Client or Visitor, you further agree that any dispute between you and RCC arising out of or relating in any way to your access or use of this web site and/ or the services provided by RCC shall initially be addressed through confidential discussions between the two parties. In the event, the matter in dispute has not been resolved within sixty (60) days of the initiating party's written request for negotiation, the parties then shall agree to bring the dispute for discussion to a neutral third party that both parties mutually agree to.   You agree that the cost of mediation and any subsequent arbitration as described above shall be shared equally between you and RCC.

XIII) Indemnification

1. As an RSW Associate™, Client or Visitor, you agree to defend, indemnify and hold harmless the RCC management team, its contractors, agents, employees, officers, directors, shareholders, and affiliates from any loss, liability, damages or expense, including reasonable attorneys' fees, resulting from any third party claim, action, proceeding or demand related to Your (including Your agents affiliates, or anyone using Your account, software or services with RCC whether or not on Your behalf, and whether or not with Your permission) use of the Software or Services You purchased from RCC or Your breach of this Agreement or incorporated agreements and policies.
   
   
2. In addition, as an RSW Associate™, Client or Visitor, you agree to indemnify and hold RCC harmless from any loss, liability, damages or expense, including reasonable attorneys' fees, arising out of any breach of any representation or warranty provided herein, any negligence or willful misconduct by You, or any allegation that Your account infringes a third person's copyright, trademark or proprietary or intellectual property right, or misappropriates a third person's trade secrets. This indemnification is in addition to any indemnification required of You elsewhere. Should RCC be notified of a pending law suit, or receive notice of the filing of a law suit, RCC may seek a written confirmation from You concerning Your obligation to indemnify RCC . Your failure to provide such a confirmation may be considered a breach of this agreement. You agree that RCC shall have the right to participate in the defense of any such claim through counsel of its own choosing. You agree to notify RCC of any such claim promptly in writing and to allow RCC to control the proceedings. You agree to cooperate fully with RCC during such proceedings.
   
   
3. As an RSW Associate™, Client or Visitor, you agree to cooperate fully with RCC during such proceedings. You agree that you will not be entitled to a refund of any fees paid to RCC if, for any reason, RCC takes corrective action with respect to Your improper or illegal use of its services. You also agree that if RCC is notified that a complaint has been filed with a governmental, administrative or judicial body, regarding an illegal act that you are part of then RCC, in its sole discretion, may take whatever action RCC deems necessary regarding further modification, assignment of and/or control of your account to comply with the actions or requirements of the governmental, administrative or judicial body until such time as the dispute is settled.

Use of this RCC web site is subject to the outlined  “Universal Terms of Use” contained herein. By continuing past this page, you agree to abide by these terms.