This Membership Agreement constitutes a written agreement by and between the Member and Heat Treat QuoteMaster and Boca Labs, Inc By using the Heat Treat QuoteMaster system, the Member accepts and agrees to be legally bound by this Agreement.

1. Obligations of the Member. The Member agrees to do the following:
a. Comply with this Agreement.
b. Deal fairly, legally, honestly and in good faith in all transactions with Heat Treat QuoteMaster and in all Transactions with other Members.
c. If and when so directed by Heat Treat QuoteMaster, stop using the Heat Treat QuoteMaster System.
d. Keep up to date the information about the Member in My Account.

2. Representations and Warranties of the Member. The Member represents and warrants to Heat Treat QuoteMaster throughout the term of this Agreement that (a) all the information provided by the Member in the Application for Membership and in My Account was and is accurate and not misleading and (b) the Member has the authority on behalf of such Member to enter into, and legally bind such Member to, this Agreement. The Member has acquired and shall maintain during the term of membership the necessary computer hardware, software and telecommunications service required to establish suitable access to the Internet, including an appropriate electronic mail account capable of being utilized as contemplated by this Membership Agreement.

3. Intellectual Property. The Member acknowledges and agrees that (a) unless otherwise indicated by Heat Treat QuoteMaster, all Intellectual Property related to this system is owned solely by Heat Treat QuoteMaster or its affiliates and that the Member will use such Intellectual Property only in connection with the Member's use of Heat Treat QuoteMaster in strict compliance with this Agreement, (b) the Member does not have and will not acquire through the use of the Heat Treat QuoteMaster System any proprietary or ownership right to or interest in such Intellectual Property, and (c) the Member will not do, or aid or cause any other Person to do, anything to infringe, violate or impair Heat Treat QuoteMaster's rights in such Intellectual Property.

4. Member's Name. The Member agrees that Heat Treat QuoteMaster may use the Member's name in connection with the functions of the Heat Treat QuoteMaster system for the purposes described in this Agreement. The Member's name and other information regarding the Member shall be collected, used, and processed in a manner consistent with the Heat Treat QuoteMaster Privacy Policy.

5. Term and Termination. This Agreement shall become effective when the Member first accesses the Heat Treat QuoteMaster system and shall continue until terminated. The Member agrees that Heat Treat QuoteMaster may terminate this Agreement at any time and for any reason or no reason upon notice to the Member and that the Member will stop using the Heat Treat QuoteMaster System immediately upon such notice. The Member may terminate this Agreement by sending a notice of termination to Heat Treat QuoteMaster, and such termination will become effective immediately upon Heat Treat QuoteMaster's receipt of such notice.

6. Disclaimers. The Member understands and agrees that:
a. Heat Treat QuoteMaster has no duty or obligation whatsoever to the Member under this Agreement, except as provided hereunder or as specified in the Privacy Policy.
b. Heat Treat QuoteMaster makes no representations or warranties regarding the quality, accuracy, reliability, usability, results, or any other characteristic, including, but not limited to, the profitability to the Member of its use, of the Heat Treat QuoteMaster.
c. The Member assumes total liability, risk and responsibility for its use of the Heat Treat QuoteMaster and for Transactions in which the Member engages, including liability for Taxes assessed in connection with such use and such Transactions.
d. Heat Treat QuoteMaster is not and will not be liable or responsible for (i) any lost, stolen, late, corrupted, misdirected, failed, inaccurate, incomplete or delayed transmissions of data, information or materials on or through the Heat Treat QuoteMaster or (ii) any inability to enter, correct or cancel any postings on or to the Heat Treat QuoteMaster, whatever the cause of or reason for any of the foregoing.
e. Heat Treat QuoteMaster does not control, and has no obligation, liability or responsibility to the Member or any third party for, any information or data transmitted by any Member or any Person to or through the Heat Treat QuoteMaster.
f. Heat Treat QuoteMaster is not and will not be liable or responsible to the Member or any other Person for any failure by or inability of a Member to consummate or comply with the terms of a Transaction or for any failure by or inability of a Member to comply with this Agreement.
g. Heat Treat QuoteMaster does not warrant any connection to or transmission to or through, or the security of, the Heat Treat QuoteMaster system or any network connection, hosting services, telecommunication services, power supply, or other facilities or services provided or used in connection with the Heat Treat QuoteMaster system.
h. Heat Treat QuoteMaster makes no warranties, express or implied, that Heat Treat QuoteMaster will be in compliance with any applicable laws, regulations, rules, ordinances or other governmental requirements, including, but not limited to, export, import or trade control laws and laws relating to the shipment or transit of items purchased or sold through the use of Heat Treat QuoteMaster, whether in the state or country where the Member is located, from which the Member accesses or uses the Heat Treat QuoteMaster system, or any other jurisdiction.
i. The Member is solely responsible for compliance with, and agrees to comply with, all laws, regulations, rules, ordinances or other governmental requirements applicable to the Member, including, but not limited to, export, import or trade control laws and laws relating to the shipment or transit of items purchased or sold through the use of the Heat Treat QuoteMaster system.
j. HEAT TREAT QUOTEMASTER AND ALL RELATED SERVICES PROVIDED BY HEAT TREAT QUOTEMASTER ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
k. Heat Treat QuoteMaster is not responsible for, provides no representations, warranties or guarantees with respect to, and will not be held liable in any way for any content, information or material on any third party website, including, without limitation, any third party website accessible by a link in Heat Treat QuoteMaster.
l. Heat Treat QuoteMaster may present on any website associated Heat Treat QuoteMaster the content, information or materials of others (such as market information, news, or other materials of general interest to Members). Heat Treat QuoteMaster shall not be responsible for the accuracy or adequacy of any of such content, information or materials; any reliance by any Member on such materials shall be solely the responsibility of such Member.

7. LIMITATION OF HEAT TREAT QUOTEMASTER'S LIABILITY. THE MEMBER UNDERSTANDS AND AGREES THAT, TO THE FULLEST EXTENT TO WHICH LIABILITY MAY BE EXCLUDED OR AVOIDED, HEAT TREAT QUOTEMASTER WILL HAVE NO LIABILITY, WHETHER IN CONTRACT OR TORT OR OTHERWISE, FOR ANY LOSSES, COSTS OR DAMAGES, AND IN NO EVENT WILL HEAT TREAT QUOTEMASTER BE LIABLE TO THE MEMBER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXPECTANCY OR CONSEQUENTIAL DAMAGES, EVEN IF THEY ARE FORESEEN OR FORESEEABLE, ARISING OR RESULTING FROM OR RELATED TO THIS AGREEMENT, HEAT TREAT QUOTEMASTER OR THE MEMBER'S USE OF HEAT TREAT QUOTEMASTER, INCLUDING WITH RESPECT TO THE FORMATION AND PERFORMANCE OF TRANSACTIONS. THE MEMBER UNDERSTANDS AND AGREES THAT THE MEMBER'S SOLE REMEDY FOR ANY DISSATISFACTION WITH HEAT TREAT QUOTEMASTER IS TO TERMINATE THIS AGREEMENT AND DISCONTINUE THE MEMBER'S USE OF THE SYSTEM.

8. Limited License. During the term of this Agreement, the Member shall have a limited, revocable and non-transferable license to use Heat Treat QuoteMaster solely to conduct Transactions for such Member's own benefit, and for such other purposes authorized by Heat Treat QuoteMaster and in compliance with this Agreement.

9. Entire Agreement and Revisions. The Member understands and agrees that this Agreement constitutes the entire agreement between the Member and Heat Treat and together supersedes and replaces any and all prior agreements between the Member and Heat Treat QuoteMaster. The Member agrees that Heat Treat QuoteMaster may revise, change, amend, modify and supplement this Agreement by (a) making such revisions, changes, amendments, modifications and supplements to the form of each such document. (b) posting a notice on Heat Treat QuoteMaster. The Member understands and agrees that by accessing and using Heat Treat QuoteMaster and Heat Treat QuoteMaster posts such a notice, the Member agrees to be bound by each such revision, change, amendment, modification and supplement, and that if the Member does not so agree and does not want to be so bound, the Member's sole recourse will be to terminate this Agreement and discontinue the Member's use of Heat Treat QuoteMaster.

10. No Partnership or Similar Relationship. The Member agrees that nothing in this Agreement creates or constitutes, or will be deemed to create or constitute, a partnership, joint venture, agency relationship or other similar relationship between Heat Treat QuoteMaster and the Member.

11. Confidential Information. The Member understands and agrees that the Member will not, without the prior written consent of the supplier or provider of any Confidential Information, copy, recirculate, publish, broadcast, distribute, retransmit, or reproduce all or any part of the Confidential Information obtained or received by the Member through the use of Heat Treat QuoteMaster, except that the Member may reproduce such Confidential Information strictly for such Member's own internal use.

12. Indemnification and Waiver. The Member agrees to indemnify, defend, and hold harmless Heat Treat QuoteMaster, its affiliates and their respective officers, directors, employees, agents and representatives from and against all losses, damages, injuries, liabilities, claims, demands and expenses, including reasonable attorneys' fees and legal costs, arising out of or relating to a breach or violation of, or a failure by or inability of the Member to perform, the terms of any Transaction or any provision of this Agreement. The Member hereby waives, and hereby releases Heat Treat QuoteMaster, its affiliates and their respective officers, directors, employees, agents and representatives from, any and all claims and causes of action against Heat Treat QuoteMaster relating to or based on or arising out of any Transaction, any use of Heat Treat QuoteMaster or this Agreement.

13. Notices. The Member agrees that any notice Heat Treat QuoteMaster provides to the Member under this Agreement will be deemed to have been provided when Heat Treat QuoteMaster sends an email containing such notice to the Member at the email address provided by the Member in My Account, or to such other email address of which the Member has notified Heat Treat QuoteMaster. Any notice the Member provides to Heat Treat QuoteMaster under this Agreement will be deemed to have been provided upon receipt by Heat Treat QuoteMaster of an email at admin@heattreatquotemaster.com containing or regarding such notice.

14. Severability. If any term or provision of this Agreement is deemed or held to be illegal or unenforceable, all other terms and provisions of this Agreement will continue in full force and effect.

15. No Waiver. A failure or delay by Heat Treat QuoteMaster in enforcing any of its rights and remedies under this Agreement is not and will not be deemed to be a waiver of such rights and remedies.

16. Survival of Provisions. All disclaimers, indemnification obligations and limitations on Heat Treat QuoteMaster's liability contained in this Agreement will survive the termination of this Agreement.

17. Governing Law and Jurisdiction. The Member agrees that this Agreement will be governed by the law of the State of Florida, without regard to choice of law principles and regardless of where the Member or Heat Treat QuoteMaster is physically located.

18. Dispute Resolution. The Member agrees to bring to Heat Treat QuoteMaster's attention any dispute the Member may have with Heat Treat QuoteMaster regarding this Agreement and to cooperate in good faith with Heat Treat QuoteMaster to resolve such dispute without involving third parties or outside attorneys or counsel. In the event of a dispute between Members or between the Member and Heat Treat QuoteMaster that cannot be so resolved, the Member agrees that the dispute will be settled and determined by final and binding arbitration pursuant to the United States statute known as the Federal Arbitration Act and that such arbitration will be conducted in accordance with the JAMS Comprehensive Arbitration Rules and Procedures in effect as of December, 1, 1999.

19. No Third Party Beneficiary. The Member understands and agrees that Heat Treat QuoteMaster has no obligation to enforce the provisions of a Membership Agreement against any other Member. The Member agrees that it will not assert a claim as a third party beneficiary under such provisions or seek enforcement of any such provisions against any other Member.

20. Availability. The Heat Treat QuoteMaster system is scheduled to be operational 24 hours a day, 7 days a week. However, Heat Treat QuoteMaster does not guarantee the availability, or that access to the system will be uninterrupted or error-free. Heat Treat QuoteMaster reserves the right to interrupt, limit or suspend operations from time to time for purposes of maintenance, upgrades and the like. The Member agrees that Heat Treat QuoteMaster shall not be responsible or liable for any damages arising from any interruption, suspension or termination of the system, regardless of the cause.

21. No Liability. Members shall be solely and completely responsible for the performance of any Transactions established through their use of Heat Treat QuoteMaster, and that Heat Treat QuoteMaster shall have no liability whatsoever for the performance, in whole or in part, of any Transaction by any Member (other than Transactions to which Heat Treat QuoteMaster Direct is a party). Heat Treat QuoteMaster expressly disclaims any responsibility to assure the creditworthiness or business reputation of any Member.

22. Equitable Relief. In the event that the Member violates or breaches any of the Terms and Conditions of this Membership Agreement, the Member acknowledges that such actions will cause irreparable injury to Heat Treat QuoteMaster, for which they will have inadequate remedies at law and, therefore, Heat Treat QuoteMaster shall be entitled to equitable relief in addition to all other remedies.