1. Complete Chocolate and Confectionery Site is only a Venue. Complete Chocolate and Confectionery Site provides information about the confectionery industry and, through its trading areas serves as a marketplace for purchasers of confectionery related products ("Buyers") and suppliers of confectionery related products ("Sellers") to come together and trade confectionery related products ("Products"). Award Services is not involved in the actual transactions between Buyers and Sellers. As a result, Award Services exercises no control over the quality, safety or legality of the Products offered for sale, the truth or accuracy of any listings posted by Buyers or Sellers, the ability of Sellers to sell Products or the ability of Buyers to buy Products. Award Services cannot and does not control whether Sellers will complete the sale of Products they offer, or whether Buyers will complete the purchase of or pay for Products they have ordered.

On Complete Chocolate and Confectionery Site, Award Services provides access to Products provided by Sellers that Award Services does not control. Award Services does not verify, and does not guarantee, the accuracy of the information that it receives from Buyers or Sellers. All information, prices and availability are subject to change without notice. Award Services is not responsible for breach of contract or any intentional or negligent action on the part of Buyers or Sellers that results in any loss, damage, delay or injury to you. Because Award Services is not involved in sales through Complete Chocolate and Confectionery Site, in the event that you have a dispute with a Buyer or Seller, you release Award Services (and our agents and employees) from claims, demands and damages (actual, incidental and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

 2. Eligibility for Membership. The services provided on Complete Chocolate and Confectionery Site are available only to individuals who can form legally binding contracts under applicable law. Award Services may refuse its services to anyone at any time in Award Services's sole and absolute discretion. It is imperative prospective members accurately and truthfully describe the nature of their primary business in registering to use the Complete Chocolate and Confectionery Site.

 3. How The Service Works

Buyer Initiated Sales. Sellers can include in Complete Chocolate and Confectionery Site‘s searchable database available products (i.e. such as specific ingredients or equipment) or services which will be available from the Sellers. If Buyer makes an offer to purchase products from a particular seller, seller can respond with price quantity, and delivery terms. If the response is acceptable, Buyer issues an electronic purchase order using an electronic form available on the Complete Chocolate and Confectionery Site

(a "Purchase Order"). Any Purchase Order accepted by a Seller forms a binding contract.

Binding Obligations. By registering to use the Service, Member agrees that (i) any Purchase Order created or modified by a Buyer through the Service or other means stated in the Purchase Order shall be considered an open offer that Seller can accept through the Service unless it has been successfully cancelled or modified by Buyer through the Service prior to its acceptance; (ii) any accepted Purchase Order shall form a firm binding contract between Buyer and Seller in accordance with the terms of the Purchase Order; and (iii) any accepted Purchase Order creates Service fee obligations from Seller to Award Services. Member acknowledges that by "clicking" on web page buttons in the Service, Member can create binding obligations without any further action by or notice to Member. Each Member shall be considered a third-party beneficiary of this Agreement with respect to another Member only to the extent necessary to enforce its contract rights against another Member. Sellers and Buyers are solely responsible for payment and collection obligations that arise from contracts formed on the Complete Chocolate and Confectionery Site.

Transaction Status. It is Member’s responsibility on each business day to review the Complete Chocolate and Confectionery Site

and the status of all outstanding listings and Purchase Orders in which Member has participated and any emails or other communications sent to Member in connection with the Service. In the event that Member has reason to believe that the Service contains erroneous information about Member or transactions in which Member has participated, Member will immediately notify Award Services at info@completechocolate.com

Good Faith Use. Each Member shall use the Service in good faith and in its intended manner to consummate business transactions through the Service and will not directly or indirectly circumvent or participate in the circumvention of the Seller’s fee payment obligation to Award Services in any manner, including, without limitation, by consummating with another Member outside the Service any business transaction arising from or related to a listing, RFQ, or Purchase Order entered on the Service. Member will not attempt or cooperate with an attempt to circumvent the Seller’s fee obligation to Award Services.

5. Fees, Audit Rights, Information - Sellers Only

There is currently no membership fee or charge for registering with Award Services or for placing orders as a Buyer on the Service. Sellers pay Award Services a percentage of each accepted Purchase Order processed via the Service. If Award Services decides to charge membership fees in the future, Award Services will notify Member through the Complete chocolate and Confectionery Site.

Transaction Fees. Seller agrees to pay Award Services the then current fees as they are specified on the Transaction Fee Schedule.

Award Services may change the fees for service or the payment terms from time to time. Changes will become effective ten (10) days after Award Services publishes them on the Transaction Fee Schedule. The exception being provided, however, that Award Services may make available from time to time special offers, promotions, or new or different services, and the fees applicable in such cases will be effective immediately when Award Services publishes them on the Compete Chocolate and Confectionery website. All fees are payable in U.S. Dollars. The fees are exclusive of all applicable taxes. The Member will pay all fees charged hereunder and all applicable taxes. Award Services will accept payment through the use of Paypal.com, an internet payment service, check, a money order (an international money order payable in U.S. Dollars for oversees members), bank draft, or wire transfer.

Payment. Award Services will invoice Members by postal mail, electronic mail or other reasonable means on the thirtieth day of each month based on transactions occurring prior to the date of invoice. Electronic mail invoices will be sent to the email address specified by Member in Member’s registration form. Member is responsible for keeping this address current. Payment in full is due ten (10) days after the invoice date. If Award Services does not receive full payment of all amounts due by the invoice due date, Award Services may, in addition to other remedies, impose a 1.5% (or the highest amount allowed by law, whichever is lower) per month late charge. Member is also liable for any collection costs (including "attorney’s" fees) arising from Award Services’ efforts to collect any unpaid balance due.

6. Specific Terms for Buyers. If you are a Buyer, you agree to: (i) pay any fee applicable to you for using Complete Chocolate and Confectionery Site; (ii) complete all transactions for which you place an order with a Seller, except in exceptional circumstances (for example, in the event a Seller materially changes the description of the Product after the Buyer has placed an order); and (iii) pay all fees, charges, and assessments arising from any payment processing that is declined.

7. Specific Terms for Sellers. If you are a Seller, you agree to: (i) pay any fee(s) applicable to you for using Complete Chocolate and Confectionery Site; (ii) complete all transactions for which you receive an order at a stated price from a Buyer, except in exceptional circumstances (for example, if the Buyer fails to meet the terms of the Seller's listing, or if the Seller cannot authenticate the identity of the Buyer); (iii) provide accurate and truthful information concerning Products sold by you on Complete Chocolate and Confectionery Site, including the prices for such Products, and regularly update such information; (iv) pay transaction fees as established by Award Services; and (v) collect any federal, state, and local withholding, excise, sales, use and similar taxes, fees, or charges imposed by any governmental authority on this transaction.

8. Foreign Sales Transactions. If you are a Seller delivering Products to a Buyer at a foreign port outside your own country, you agree to: (i) accept all charges and responsibility for domesticating the Products in the country of the foreign port of delivery; (ii) become or name an "Importer of Record"; (iii) arrange for transportation of the Products to the foreign port of delivery, and pay all necessary transportation and handling charges; (iv) satisfy all agricultural requirements; (v) satisfy all applicable Customs duties and fees; and (vi) make the Products available for pickup by the Buyer.

If you are a Buyer taking delivery of Products at a foreign port outside your own country, you agree to: (i) accept all charges and responsibility for domesticating the Products in your own country; (ii) become or name an "Importer of Record"; (iii) arrange for transportation of the Products to your own country, and pay all necessary transportation and handling charges; (iv) satisfy all agricultural requirements; and (v) satisfy all applicable Customs duties and fees.

9. Your Content. You agree that any content provided or utilized by you and the sale of any Products through Complete Chocolate and Confectionery Site: (i) shall not be fraudulent; (ii) shall not infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (iii) shall not violate any law, statute, ordinance or regulation; (iv) shall not be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (v) shall not be obscene; and (vi) shall not contain any viruses, Trojan horses, worms, time bombs, or other disabling devices that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.

10. System Integrity. You agree that you may not use any device, software or routine to interfere or attempt to interfere with the proper working of Complete Chocolate and Confectionery Site. You may not take any action that imposes an unreasonable or disproportionately large load on our infrastructure. You may not disclose or share your password to any third parties or use your password for any unauthorized purpose.

11. Ownership of Complete Chocolate and Confectionery Site and Information Contained Herein. Complete Chocolate and Confectionery Site is owned and operated by Award Services. All information, including, without limitation, text, graphics, web pages, URLs, domain names, software and all HTML, CGI and other codes and scripts in any format used to implement Complete Chocolate and Confectionery Site ("Content") are the property of Award Services or its licensors. The Content on Complete Chocolate and Confectionery Site is for personal use only. You may not copy, modify, upload, download, transmit (re)publish, or otherwise distribute any Content from Complete Chocolate and Confectionery Site except as expressly permitted by these terms and conditions. Doing so will violate Award Services's copyright, trademark and other proprietary rights. United States Copyright Law, Trademark Law and applicable international treaties and conventions governing intellectual property law protect all Content on Complete Chocolate and Confectionery Site. Any and all Award Services trademarks and trade names that Award Services uses in connection with Complete Chocolate and Confectionery Site shall remain the exclusive property of Award Services. Nothing contained in the terms and conditions shall be deemed to give you any rights in or to any trademarks of Award Services. Award Services provides you a revocable, nonexclusive, nontransferable, worldwide and royalty-free license to use any web pages developed, maintained and hosted by Award Services on your behalf. You retain ownership of any Content provided by you for display on Complete Chocolate and Confectionery Site, including, without limitation, text, logs, marks or images ("Your Content"), but you hereby agree to provide Award Services a revocable, nontransferable, worldwide and royalty-free license to display Your Content in the operation, display or promotion of Complete Chocolate and Confectionery Site.

12. Indemnity. Buyer and Seller shall indemnify, defend and hold harmless Award Services and our employees, agents, successors, officers and assigns, from any and all suits, losses, claims, demands, liabilities, costs and expenses (including reasonable attorneys' fees and paralegal fees) that Award Services may sustain or incur, arising from or out of a respective: (i) Buyer's or Seller's failure to comply with any applicable laws and/or regulations; (ii) Buyer's or Seller's breach of any of its obligations set forth in these Terms; or (iii) Buyer's or Seller's use of Complete Chocolate and Confectionery Site.

13. Payment Processing. If Award Services initiates, processes or clears either: (1) a transaction involving a bank card (e.g., VISA, Mastercard) or travel and entertainment card (e.g., American Express, Novus/Discover) [hereinafter, "Card transactions"]; (2) an Automated Clearinghouse transaction [hereinafter, "ACH"]; (3) debit card transaction; or (4) an Electronic Check transaction, to facilitate funds transfers between or among Sellers, customers, and Award Services, the following terms shall apply: A. Seller authorizes Award Services to make an electronic authorization request for every Card or ACH transaction; B. Seller agrees to pay all fees, charges, discounts or other interchange fees and assessments associated with any Card or ACH Transaction; C. Seller shall have the full liability for all chargebacks arising from a complaint by any customer for any Card or ACH transaction; D. Seller shall immediately respond to any retrieval request for information relating to any such chargebacks from any Card or ACH transaction; and E. Seller shall repay to Award Services, or be liable to Award Services by such way of offset, the full amount of any chargeback and related costs that Award Services has paid or may be called upon to pay arising from a Card or ACH transaction.

14. Privacy. Award Services agrees to adhere to all applicable Unites States federal and state laws and industry practices relating to the collection and use of personal information from Complete Chocolate and Confectionery Site visitors. Please also read Award Services's Privacy Policy.

15. General. The Terms shall be governed by and construed in accordance with the laws of the State of Michigan without regard to conflict of laws provisions. You and Award Services agree to submit to the exclusive jurisdiction over all disputes hereunder and venue in an appropriate state or federal court located in the State of Michigan. These Terms represent the entire understanding between you and Award Services.

16. Notices. Except as explicitly stated otherwise, any notices shall be given by email to info@completechocolate.com (in the case of Award Services) or to the email address you provide to Award Services during the registration process (in your case), or such other address as the party shall specify. Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid or unless Award Services receives notification that the message cannot be delivered by email. Alternatively, we may give you notice by first-class mail, overnight courier or certified mail, postage prepaid and return receipt requested, to the address provided to Award Services during the registration process. In such case, notice shall be deemed given 3 days after the date of mailing.

17. Restrictions on Use of Complete Chocolate and Confectionery Site. Some Content on Complete Chocolate and Confectionery Site may be subject to United States Export Controls. No Content from Complete Chocolate and Confectionery Site may be downloaded or otherwise exported or re-exported (1) into (or to a national or resident of) Iran, Iraq, Syria, North Korea, Libya, Angola, Myanmar (Burma), Sudan, Yugoslavia or any other country that the United States has embargoed goods or (2) to anyone on the United States Treasury Department's list of Specially Designated Nationals or the Department of Commerce's Table of Deny Orders. By downloading the Content from Complete Chocolate and Confectionery Site, you represent and warrant that you are not located in or a national or resident of any such country.

18. Amendments to the Terms. Award Services reserves the right to change, suspend or discontinue any aspect of Complete Chocolate and Confectionery Site at any time, including the availability of any Complete Chocolate and Confectionery Site features, database, or Content, and will provide reasonable notice of such changes on Complete Chocolate and Confectionery Site. Award Services may also impose limits on features or restrict access to parts of Complete Chocolate and Confectionery Site. These Terms may be amended at any time by posting amended terms on Complete Chocolate and Confectionery Site. The amended terms shall be effective immediately upon posting to the Complete Chocolate and Confectionery Site website.

19. Breach. Award Services may terminate user access or suspend any user's access to all or part of Complete Chocolate and Confectionery Site without notice for any conduct that Award Services, in its sole discretion, believes violates any applicable law or is harmful to Award Services, or if such party is found to have engaged in fraudulent activity in connection with Complete Chocolate and Confectionery Site.