Terms of service.

Updated August 25, 2022

BINDING EFFECT

This agreement
(“Agreement”) is a binding agreement between you (“you”) and Tall Oak
Solutions, LLC, a private limited company, (“Tall Oak Solutions, LLC,”
“Company,” “we” or “us”). By using the site at [Website] (the ‘Site’) or any
information, materials, images, graphics, data, text, files, links, software,
messages, communications, content, organization, design, compilation, magnetic
translation, digital conversion, HTML, XML, Java code and other content related
to the Site (collectively ‘Content’) or services provided in connection with
the Site (the ‘Service’), you agree to abide by these Terms of Use, as the
Company may amend them from time to time in its sole discretion. YOU AGREE THAT
BY USING THE SERVICE YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OLD AND THAT
YOU ARE LEGALLY ABLE TO ENTER INTO THIS AGREEMENT.

PRIVACY POLICY

Company respects your
privacy and permits you to control the treatment of your personal information.
A complete statement of Company’s current privacy policy (the “Privacy Policy”)
can be found on the company Privacy Policy page. Company’s Privacy Policy is
expressly incorporated into this Agreement by this reference. When you are
required to submit information to use or access the Site, Content or Service,
you must complete the registration process by providing the information
requested on the form. You agree to the terms in Company’s Privacy Policy
regarding the use of the information you submit.

SUBSCRIPTION / AUTOSHIP

If you purchase our
products or services that are subscription based (see list below), you agree to
pay, and authorize automatic recurring billing of the subscription fee with
your credit card, or other payment methods, until subsequently canceled by you.
Your account will be charged in accordance with the product or service you’ve
chosen. You understand and agree that each automatic recurring billing of the
subscription fee is non-refundable and will not be prorated as the service is
deemed used when accessed. You authorize Company to initiate debit entries from
the account provided for the subscription fee, as well as any other purchases
made on the Site. You may cancel at any time by contacting Customer Support
at support@newclient.marketing.

LICENSE

Company owns or licenses
all intellectual property and other rights, title, and interest in and to the
Site, Content and Service, and the materials accessible on the Site and
Service, except as expressly provided for in the Agreement, including without
limitation the trademarks, copyrights and certain technology used in making the
Site, its Content and Service available. Except as specifically allowed in this
Agreement, the copying, redistribution, use or publication by you of any
Content or Service is strictly prohibited. We grant you a limited revocable
license to access and use the Site, Content and our Service for its intended
purposes, subject to your compliance with this Agreement, and if you are an
affiliate of Company, your Affiliate Agreement and Company Policies and
Procedures. The revocable license does not include the right to collect or use information
contained on the Site or through the Service for purposes that Company
prohibits or to compete with Company.

You acquire no ownership
or other interest in, or other license to, any patent, copyright, trademark,
trade secret or other intellectual property right or to the Content. You
acquire no rights or licenses in or to any trademarks, service marks, trade
names or copyrights displayed on the Site. You may not reproduce, republish,
distribute, assign, sublicense, retransmit, sell, or prepare derivative works
of the Site or Content, or resell or make our Service available to others. All
rights in and to the Site, Service and our Content not expressly granted in
this Agreement remain in us or in our licensors.

If you use the Site or
our Service in a manner that exceeds the scope of this license or breaches any
relevant agreement, your license shall terminate immediately.

CONFIDENTIALITY

For the purposes of this
Agreement, ‘Confidential Information’ shall be deemed to include all the
information and materials about the Company, the Site or the Service that: (i)
if in written format is marked as confidential, or (ii) if disclosed verbally
is noted as confidential at time of disclosure or (iii) in the absence of
either (i) or (ii) is information which a reasonable party would deem to be
non-public information and confidential, including, without limitation, all
information provided on or through the Site or Service, trade secrets,
inventions, research methods and projects, methods of compiling information,
methods of creating database, data processing programs, software, computer
models, source and object codes, product formulations, strategies and plans for
future business, product and service development and ideas, potential
acquisitions or divestitures, marketing ideas, financial information including
with respect to costs, commissions, fees, profits and sales, mailing lists,
information concerning our affiliates and customers, potential affiliates and
customers and suppliers, and employee information including their respective
salaries, bonuses, benefits, qualifications, abilities and contact information.

You acknowledge and
agree that the nature of the Confidential Information to which you have, and
will continue to have, access derives value from the fact that it is not
generally known and used by others in the highly competitive, international
industry in which Company engages and operates.

You acknowledge that you
are receiving the Confidential Information in confidence, and you will not
publish, copy or disclose any Confidential Information without prior written
consent from Company.

You further agree that
you shall not attempt to reverse engineer, de-compile or try to ascertain the
source code to our software or any other software supplied hereunder. You
acknowledge that you will only use the Confidential Information to the extent
necessary to use the Service and promote your business in accordance with your
agreements with Company, and that you will use best efforts to prevent
unauthorized disclosure of the Confidential Information to any third party.

You agree not to alone
or in association with others use the Confidential Information to (i) solicit,
or facilitate any organization with which you are associated in soliciting, any
employee, affiliate or customer of ours to alter his, her or its relationship
with us; (ii) solicit for employment, hire, or engage as an independent
contractor, or facilitate any organization with which you are associated in
soliciting for employment, hire, or engagement as an independent contractor,
any person who was employed by or under contract with us at any time during the
term of this Agreement (provided, that this clause (ii) shall not apply to any
individual whose employment or contractual relationship with us was terminated
for a period of one year or longer); or (iii) solicit business from or perform
services for any customer, supplier, licensee, or business relation of ours;
induce or attempt to induce, any such person or entity to cease doing business
with us; or in any way interfere with the relationship between any such person
or entity and us.

Other than as expressly
provided for herein, you do not acquire any right or interest, by license or
otherwise, in or to the Confidential Information.

You agree that all
originals and any copies of the Confidential Information remain the property of
Company. You shall reproduce all copyright and other proprietary notices, if
any, in the same form that they appear on all the materials provided by us, on
all permitted copies of the Confidential Information made by you. You agree to
return all originals and copies of all Confidential Information in your
possession or control to us at its request.

You shall be liable for
any and all breaches of this Agreement and any unauthorized use or disclosure
of Confidential Information. If you become compelled by applicable law,
regulation or legal process to disclose any of Confidential Information, you
shall promptly provide us with notice in order for us to seek a protective
order or other appropriate remedies. Further, if you become compelled to
disclose any of the Confidential Information, you must disclose only that
portion of the Confidential Information you are legally required to disclose as
confirmed by a legal opinion of your counsel at your expense.

USE OF THE SITE, CONTENT
AND SERVICE

You may only use the
Site, Content and Service to promote your existing business, as expressly
permitted in writing by us. You may not cause harm to the Site or Service.
Specifically, but without limitation, you may not: (i) interfere with the Site,
Content or Service by using viruses, programs, or technology designed to
disrupt or damage any software or hardware, or which attempts to assess the
vulnerability of, or actually violates, any security feature; (ii) access any
content or data not intended for you, or log into an account or server that you
are not authorized to access; (iii) modify, create derivative works, reverse
engineer, decompile or disassemble any technology used to provide the Site or
our Service; (iv) use a robot, spider or other device or process to monitor the
activity on or copy pages from the Site or our Service, except in the operation
or use of an Internet ‘search engine,’ hit counters, or similar technology; (v)
collect electronic mail addresses or other information from third parties by
using the Site or our Service; (vi) impersonate another person or entity; (vii)
engage in any activity that interferes with another user’s ability to use or
enjoy the Site, or content or our Service; (viii) assist or encourage any third
party in engaging in any activity prohibited by this Agreement; (ix) co-brand
the Site, or content or our Service; (x) frame the Site or Service; (xi)
hyper-link to the Site or Service, without the express prior written permission
of an authorized representative of Company; (xii) use the Site, Content or
Service, in whole or in part, for any purpose that is unlawful, immoral, or
prohibited by this Agreement or any applicable local, state, or federal law,
rule, or regulation; (xiii) use the Site, Content or Service in any manner that
could damage, disable, overburden, or impair the Site or Service; (xiv)
circumvent, or attempt to circumvent, any security feature of the Site; (xv)
upload, e-mail or otherwise transmit to or through the Site or Service, any
advertising, promotional, or other unauthorized communication, including,
without limitation, ‘junk mail,’ ‘surveys,’ unsolicited e-mail, ‘spam,’ ‘chain
letters,’ or ‘pyramid schemes;’ or (xvi) incorporate data from any of our
databases into any emails or other ‘white pages’ products or services, whether
browser- based, based on proprietary client-side applications, or web-based,
without our prior, express and written consent.

You agree that you will
not make any derogatory statements, either oral or written, or otherwise
disparage us, our products, employees, services, work or employment, and will
take all reasonable steps to prevent others from making derogatory or
disparaging statements. You agree that it would be impossible, impractical or
extremely difficult to fix the actual damages suffered by reason of a breach of
this paragraph, and accordingly hereby agree that Company may determine to
recover damages sustained by reason of each such breach, without prejudice to
Company’s right to also seek injunctive or other equitable relief.

If you purchase any of
our products or services, you agree that your use of the product or service is
limited by this Agreement as well.

Most areas of the Site
are password restricted to registered users (‘Password-Protected Areas’). If
you have registered as an authorized user to gain access to these
Password-Protected Areas, you agree that you are entirely responsible for
maintaining the confidentiality of your password, and agree to notify us if the
password is lost, stolen, disclosed to an unauthorized third party, or
otherwise may have been compromised. You agree that you are entirely
responsible for any and all activities that occur under your account, including
any fees that may be incurred under your password-protected account, whether or
not you are the individual who undertakes such activities. You agree to
immediately notify us of any unauthorized use of your account or any other
breach of security in relation to your password or the Site that is known to
you.

All testimonials and
endorsements must comply with Federal Trade Commission ‘FTC’ guidelines and
other applicable laws and regulations. Claims about a product’s performance or
quality must be based on actual experiences. You must disclose connections
between yourself and an advertiser that is unclear or unexpected to a customer
(for example, whether there is a financial arrangement, employment arrangement,
or ownership interest). Disclaimers and disclosures must be clear and
conspicuous when used and must be used properly as to comply with FTC
guidelines.

Statements about a
product’s price and availability must be truthful and accurate. Product pricing
must show a product’s actual price, must be clearly and conspicuously
displayed, along with any material limitations (for example the cost of
shipping or refund restrictions). Falsely suggesting that a product previously
sold for a higher price is not permitted. False scarcity statements are not
permitted (for example, stating that supplies are limited when there is no
actual limit).

You must: (i) accurately
state the amount of effort required to succeed with a product or service; (ii)
only state that a product or service has qualifying criteria when there are
actual criteria that must be met; and (iii) only use third party trademarks and
copyright protected materials with written permission.

USER CONTENT

User Content means all
content created by you, which includes but is not limited to audio, video,
images, photographs, logos, illustrations, animations, tools, written posts,
comments, data, text, software, graphics, scripts, themes, and/or interactive
features. Keep in mind that once you post something on a blog, website, or community
thereby making it available on the Internet and to the public, it may be
practically impossible to take down all copies of it. By posting, downloading,
displaying, performing, transmitting, or otherwise distributing any User
Content to the Site or Service, you are granting us a transferrable, perpetual,
irrevocable, worldwide, and royalty free nonexclusive license (including the
right to sub-license), to use, possess, copy, transmit, publicly display,
distribute, sell, host, store, cache, disclose, perform, modify, edit,
translate, reformat, import, export and prepare derivative works of such User
Content through multiple tiers of distribution in any and all media now known
or hereafter invented (including, without limitation, the right to conform it
to the requirement of any networks, devices, services, or media through which
the Site or Services are available). Company will not pay you any compensation
for the use of your User Content as provided herein. We are under no obligation
to post or use any User Content you may provide and may remove User Content at
any time in our sole discretion. You agree that Company may publish or
otherwise disclose your name in connection with your User Content. By posting
User Content on the Site or Service, you warrant and represent that you own the
rights to the User Content or are otherwise authorized to post, distribute,
display, perform, transmit, or otherwise distribute User Content.

Except as otherwise set
forth herein, you retain ownership of all intellectual property rights in your
User Content, and Company and/or third parties retain ownership of all
intellectual property rights in all Content other than User Content. You retain
ownership of any intellectual property, URLs, and/or domain names you use or
post or Service.

COMPLIANCE WITH
INTELLECTUAL PROPERTY LAWS

When accessing the Site
or using the Content or Service, you agree to obey the law and to respect the
intellectual property rights of others. Your use of the Service, Content and
Site is at all times governed by and subject to laws regarding intellectual
property ownership. You agree not to upload, download, display, perform,
transmit, or otherwise distribute any information or content in violation of
any third party’s copyrights, trademarks, or other intellectual property or
proprietary rights. You agree to abide by laws regarding intellectual property
ownership and use, and you shall be solely responsible for any violations of
any relevant laws and for any infringements of third party rights caused by any
content you provide or transmit, or that is provided or transmitted using your
user name. The burden of proving that any content does not violate any laws or
third party rights rests solely with you.

All trademarks, service
marks, trade names and copyrights displayed on the Site or in the Content are
proprietary to us or their respective owners.

INAPPROPRIATE CONTENT

You agree not to upload,
download, display, perform, transmit, or otherwise distribute any material or content
that (i) is libelous, defamatory, obscene, pornographic, abusive, or
threatening; or (ii) advocates or encourages conduct that could constitute a
criminal offense, give rise to civil liability, or otherwise violate any
applicable local, state, national, or foreign law or regulation or this
Agreement. Company reserves the right to terminate your receipt, transmission
or other distribution of any such material or content using the Service, and,
if applicable, to delete any such material or content from its servers. Company
intends to cooperate fully with any law enforcement officials or agencies in
the investigation of any violation of this Agreement or of any applicable laws.

Company reserves the
right, but does not assume the obligation, to monitor transactions and
communications that occur through the Site and Service. If Company determines,
in its sole and absolute discretion, that a user has or will breach a term or
condition of this Agreement or that such transaction or communication is
inappropriate, Company may cancel such transaction or take any other action to
restrict access to or the availability of any material or content that may be
considered objectionable, without any liability to you or any third party.

COPYRIGHT INFRINGEMENT

Company has in place
certain legally mandated procedures regarding allegations of copyright
infringement occurring on the Site, in the Content or with the Service. Company
has adopted a policy that provides for the immediate suspension or termination
of any Site or Service user who is found to have infringed on the rights of
Company or a third party, or otherwise violated any intellectual property laws
or regulations. Company’s policy is to investigate any allegations of copyright
infringement brought to its attention. If you have evidence, know, or have a
good faith belief that your rights or the rights of a third party have been
violated and you want Company to delete, edit or disable the material in
question, you must provide Company with all of the following information:

A
physical or electronic signature of a person authorized to act on behalf
of the owner of the exclusive right that is allegedly infringed;

b. Identification of the copyrighted work claimed to have been infringed,
or, if multiple copyrighted works are covered by a single notification, a
representative list of such works;

c. Identification of the material that is claimed to be infringed or to be
the subject of infringing activity and that is to be removed or access to
which is to be disabled, and information reasonably sufficient to permit
Company to locate the material;

d. A statement that you have a good faith belief that use of the material
in the manner complained of is not authorized by the copyright owner, its
agent, or the law; and

e. A statement that the information in the notification is accurate, and
under penalty of perjury, that you are authorized to act on behalf of the
owner of an exclusive right that is allegedly infringed.

For this notification to be effective, you must provide it to the
Company’s designated agent at:

Services will be
provided by:

Tall Oak Solutions, LLC

support@newclient.marketing

Effective Date: [Date]

ALLEGED VIOLATIONS

Company reserves the
right to suspend or terminate your use of any Service or the Content or Site.
To ensure that Company provides a high quality experience for you and for other
users of the Site, Content and Service, you agree that Company or its
representatives may access your account and records on a case-by-case basis to
investigate complaints or allegations of abuse, infringement of third party
rights or other unauthorized uses of the Site, Content or Service. Company does
not intend to disclose the existence or occurrence of such an investigation
unless required by law, but Company reserves the right to suspend or terminate
your account or your access to the Site immediate, with or without prior notice
to you, and without liability to you, if Company believes that you have
violated any of this Agreement, furnished Company with false or misleading
information, or interfered with use of the Site, Content or the Service by
others.

FULL POWER AND AUTHORITY

You represent and
warrant that: (i) you have the full power and authority to enter into and
perform under this Agreement; (ii) execution and performance of this Agreement
does not constitute a breach of, or conflict with, any other agreement or
arrangement by which you are bound; (iii) the terms of this Agreement are
legal, valid, and binding obligation, enforceable against you; (iv) all content
you create to promote Company, its Site, the Content or Service was created
without any contribution of any kind from Company including, without
limitation, editorial control or approval, that any suggestions regarding
content received from Company are made ‘as-is’ and without any warranty; and
that you have had all marketing materials created by you reviewed by competent
legal counsel and solely assume all responsibility for it; (v) you are at least
18 years of age, (vi) your use of the Site and Content is legal in, and does
not violate any laws or rules of, the jurisdictions in which you reside or from
which you use or otherwise access the Site, (vii) all information (if any)
provided by you to us is correct, (viii) your use of the Site, Content and
Services shall be in accordance with this Agreement and your Affiliate
Agreement and the Policies and Procedures of Company if you are an affiliate
and (ix) you are capable of assuming, and do assume, any risks related to the
use of the Site, Content and Services.

DISCLAIMER OF WARRANTIES

COMPANY HEREBY MAKES NO
REPRESENTATIONS, AND DISCLAIMS ALL WARRANTIES, ARISING OUT OF OR INCONNECTION
WITH THE SITE, THE CONTENT AND THE SERVICE. THIS INCLUDES, WITHOUT LIMITATION,
ANY AND ALL WARRANTIES EXPRESS AND IMPLIED, THE WARRANTIES OF NONINFRINGEMENT,
MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE; THOSE ARISING BY LAW,
STATUTE, USAGE OF TRADE OR COURSE OF DEALING; ANY LIABILITY WITH REGARD TO THE
SITE, CONTENT AND SERVICES; AND ANY ACTIONS RESULTING FROM YOUR PARTICIPATION
IN ANY SERVICE.

TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, THE SITE AND ALL CONTENT, SERVICES, SOFTWARE AND
PRODUCTS ARE PROVIDED ‘AS IS,’ ‘WITH ALL FAULTS,’ AND ‘AS AVAILABLE.’ WE
DISCLAIM ALL WARRANTIES, YOUR USE OF THE SITE, SERVICE AND CONTENT IS AT YOUR
SOLE RISK. ALTHOUGH OUR CONTENT MAY BE UPDATED FROM TIME TO TIME, IT MAY BE OUT
OF DATE AND/OR MAY CONTAIN INACCURACIES OR TYPOGRAPHICAL ERRORS. WE ARE NOT
RESPONSIBLE FOR YOUR INABILITY OR FAILURE (FOR ANY REASON) TO ACCESS THE SITE
OR CONTENT OR OTHERWISE USE OR RECEIVE INFORMATION OR SERVICE FROM OR REGARDING
THE SITE, CONTENT, OR YOUR PURCHASES FROM US. WE DO NOT WARRANT THAT THE SITE
OR SERVICE WILL BE COMPATIBLE WITH ANY HARDWARE OR SOFTWARE SYSTEMS OR THAT THE
SITE OR SERVICE WILL BE UNINTERRUPTED OR ERROR FREE.

YOU ASSUME THE RISK OF
ANY AND ALL DAMAGE OR LOSS FROM USE OF, OR INABILITY TO USE, THE SITE OR
SERVICE.

WE ARE NOT RESPONSIBLE
OR LIABLE FOR MAINTAINING ANY CONSUMER DATA OR FOR THE DELETION, CORRUPTION,
DESTRUCTION, DAMAGE, LOSS OR FAILURE OF ANY CONSUMER DATA OR FOR ANY THIRD
PARTY ACCESS TO ANY CONSUMER DATA.

WE MAKE NO WARRANTY OR
REPRESENTATION AS TO THE LEVEL OF SUCCESS, IF ANY, INDIVIDUALS MAY ACHIEVE BY
USING ANY OF OUR SERVICE. INDIVIDUAL RESULTS MAY VARY AND DEPEND ON MANY FACTORS
INCLUDING AN INDIVIDUAL’S SPECIFIC FINANCIAL SITUATION, EFFORTS AND ACTIONS.
YOU SHOULD SEEK THE ADVICE OF QUALIFIED PROFESSIONALS SUCH AS AN ACCOUNTANT,
ATTORNEY AND/OR PROFESSIONAL ADVISOR FOR SPECIFIC ADVICE FOR YOUR BUSINESS.

LIMITED LIABILITY

TO THE MAXIMUM EXTENT
PERMITTED BY LAW, WE AND OUR AFFILIATED PARTIES SHALL HAVE NO LIABILITY
WHATSOEVER FOR YOUR USE OF ANY CONTENT, THE SITE, THE SERVICE, OR INFORMATION
RELATED TO THE SITE OR SERVICE, AND SHALL NOT BE LIABLE FOR ANY DIRECT,
INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT
LIMITED TO, DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, OR LITIGATION), (I)
ARISING FROM ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE UPON THE
CONTENT OR OUR PRODUCTS OR SERVICE, (II) ARISING OUT OF OR IN ANY WAY CONNECTED
WITH THE USE OR PERFORMANCE OF THE SITE OR CONTENT, OR WITH THE DELAY OR
INABILITY TO USE THE SITE, CONTENT, OR RELATED SERVICE, OR FROM THE USE OR
MISUSE OF ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES, RELATED GRAPHICS, AND
CONTENT OBTAINED THROUGH

THE SITE, (III) ANY
INCORRECT OR MISSING INFORMATION OR DATA, OR (IV) OTHERWISE ARISING OUT OR
RESULTING FROM LOSS OF YOUR DATA OR INFORMATION, WHETHER BASED ON BREACH OF
CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE),
OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR MAXIMUM
LIABILITY, IF ANY, FOR ANY LOSS OR DAMAGE RELATING TO OR ARISING OUT OF YOUR
USE OF THE SITE OR ANY CONTENT WILL NOT EXCEED THE LESSER OF YOUR ACTUAL DAMAGES
OR THE CHARGES PAID BY YOU TO US FOR THE SITE FOR A PERIOD OF TWO MONTHS.

WE ARE NOT RESPONSIBLE
FOR INTERRUPTED, INACCESSIBLE OR UNAVAILABLE NETWORKS, SERVERS, SATELLITES,
INTERNET SERVICE PROVIDERS, WEBSITES, OR OTHER CONNECTIONS, OR FOR MISCOMMUNICATIONS,
FAILED, JUMBLED, SCRAMBLED, DELAYED, OR MISDIRECTED COMPUTER, TELEPHONE OR
CABLE TRANSMISSIONS, OR FOR ANY TECHNICAL MALFUNCTIONS, FAILURES OR
DIFFICULTIES.

THE ABOVE LIMITATIONS
AND EXCLUSIONS SHALL APPLY TO YOU TO THE FULLEST EXTENT THAT APPLICABLE LAW
PERMITS, IN ALL ACTIONS OF ANY KIND, WHETHER BASED ON CONTRACT, TORT
(INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR ANY OTHER LEGAL OR EQUITABLE
THEORY. ANY CLAUSE DECLARED INVALID SHALL BE DEEMED SEVERABLE AND NOT AFFECT
THE VALIDITY OR ENFORCEABILITY OF THE REMAINDER OF THESE TERMS OF USE.

INCOME DISCLOSURE

THE INCOME DISCLOSURE
POSTED ON OUR WEBSITE IS INCORPORATED HEREIN BY REFERENCE AND YOU HEREBY
REPRESENT THAT YOU HAVE READ AND UNDERSTAND IT.

ADDITIONAL RESTRICTIONS

YOU AGREE THAT:

You are the owner,
director, manager or executive office of an existing business, and you will use
the Service, Content and Site only for purposes of enhancing your existing
business.

You will not use the
Site, the Service or the Content to start a new business. You acknowledge that
the Site, the Content and the Service are not intended for use in starting a
new business. Starting a new business involves complexities that are not
addressed by the Site, the Service or the Content.

The Company does not and
will not offer you advice regarding locations for your business, provide customers
or accounts for your business, or purchase from you any services or products
you create using the Site, the Content or the Service.

The Company does not,
and will not, tell you or advise you how to operate your business, including
without limitation not providing you any sales or marketing plan for your
business.

RELATED SITES

Company has no control
over, and no liability for, any third party sites or materials (‘Third Party
Sites’). Company works with a number of partners and affiliates whose Internet
sites may be linked with the Site. Because Company has no control over the
content and performance of these Third Party Sites, Company makes no guarantees
about the accuracy, currency, content, or quality of the information provide by
such Third Party Sites, and Company assumes no responsibility for unintended,
objectionable, inaccurate, misleading, or unlawful content that may reside on
those Third Party Sites. Similarly, from time to time in connection with your
use of the Site, you may have access to content items (including, but not
limited to, websites) that are owned by third parties. You acknowledge and
agree that Company makes no representations, warranties or guarantees about,
and assumes no responsibility for, the accuracy, currency, content, or quality
of this Third Party Sites, and that, unless expressly provided otherwise, this
Agreement shall govern your use of any and all Third Party Sites.

Your linking to such
Third Party Sites is at your own risk. We do not investigate, monitor, or check
such Third Party Sites for accuracy or completeness. We are not responsible for
the availability of these Third Party Sites, nor are we responsible for the
aesthetics, appeal, suitability to taste or subjective quality of informational
content, advertising, products or other materials made available on or through
such Third Party Sites. We are providing these links to you only as a
convenience and may discontinue providing such links at any time in our sole
discretion without notice to you. No endorsement of any third party content,
information, data, opinions, advice, statements, goods, services or products is
expressed or implied by any information, material or content of any Third Party
Site contained in, referred to, included on, or linked from or to, the Site.
Under no circumstances shall we or any affiliated providers be held responsible
or liable, directly or indirectly, for any loss, injury, or damage caused or
alleged to have been caused to you in connection with the use of, or reliance
on, any content, information, data, opinions, advice, statements, goods,
services, or products available on such Third Party Sites. You should direct
any concerns to the respective Third Party Site’s administrator or webmaster.
Any links to Third Party Sites do not imply that we are legally authorized to
use any trademark, trade name, logo or copyright symbol displayed in or
accessible through such links, or that any linked Third Party Site is
authorized to use any trademark, trade name, logo or copyright symbol of ours.

Company, its managers,
or members may receive an affiliate commission when you purchase some of the
products or services that we recommend on our Site or Service. By entering into
this Agreement, you acknowledge that you have been informed of such payments,
consent to payments of affiliate commission, and agree that such payments are
fair and reasonable.

TERMINATION

You agree that Company
may suspend or terminate your use of the Site or Service, in its sole
discretion, including without limitation, if Company believes, in our sole and
absolute discretion, that you have breached any term of this Agreement or, if
you are an affiliate with Company, your Affiliate Agreement or Company’s
Policies and Procedures. You acknowledge and agree that Company shall not be
liable to you or any other party for said suspension and termination.

Upon termination, your
license to use the Site, Content or Service and everything accessible by or
through the Site, Content or Service shall terminate and the remainder of this
Agreement shall survive indefinitely unless and until we chose to terminate it.

Upon termination of any
part of this Agreement for any reason, we shall make reasonable efforts to
ensure that your User Content is inaccessible and cease use of it; however, you
acknowledge and agree that: (i) caching of, copies of, or references to the
User Content may not be immediately removed or possible to remove; (ii) such
removed User Content may continue in backups (not available to others) for a
relatively short period of time; and (iii) due to re-blogging capabilities,
such removed User Content may continue to be available (and stored on our
servers) through the accounts of other subscribers.

NOTICES

All notices required or
permitted to be given under this Agreement will be in writing and delivered to
the other party by any of the following methods: (i) [Location e.g. UK mail]
Mail, (ii) overnight courier, or (iii) electronic mail. If you give notice to
us, you must use the following address: [Address]. If Company provides notice
to you, Company will use the contact information provide by you to us. All
notices will be deemed received as follows: (A) if delivery by [Location] mail,
seven business days after dispatch, (B) if by overnight courier, on the date
receipt is confirmed by such courier service, or (C) if by electronic mail, 24
hours after the message was sent, if no ‘system error’ or other notice of
non-delivery is generated. If applicable law requires that a given
communication be ‘in writing,’ you agree that email communication will satisfy
this requirement.

INDEMNITY

You agree to indemnify,
defend, and hold Company, its managers, members, officers, directors,
employees, consultants, agents, and representatives harmless from and against
any and all actions, claims, demands, proceedings, liabilities, damages,
judgments, settlements, fines, penalties, costs, and expenses, including
attorney’s fees and related costs, which (i) arise or in part from your
negligence or wrongful act(s) or omission(s); (ii) arise from or are related to
a breach you have any express warranty contained herein; or (iii) failure to
comply with this Agreement. We have no duty to reimburse, defend, indemnify, or
hold you harmless resulting from, relating to, or arising out of, this
Agreement, the Site, Content or Service, or your access to or use of the Site,
Content or Service.

If an action is brought
against Company in respect to any allegation for which indemnity may be sought,
Company will promptly notify you of any such claim of which it becomes aware
and will: (i) provide reasonable cooperation to you at your expense in connection
with the defense or settlement of any such claim; and (ii) be entitled to
participate at its own expense in the defense of any such claim.

Company agrees that you
will have sole and exclusive control over the defense and settlement of any
such third party claim. However, you agree not to acquiesce to any judgment or
enter into any settlement that adversely affects Company’s rights or interests
without the prior written consent of Company.

GOVERNING LAW

This Agreement shall be
construed in accordance with and governed by the laws of Palm Beach County, FL,
USA, without reference to their rules regarding conflicts of law. You hereby
irrevocably consent to the exclusive jurisdiction of the state or federal
courts in Florida/USA in all disputes arising out of or related to the use of
the Site, Content or Service. In the event of a dispute between an affiliate
and Company arising from or relating to the Agreement, or the rights and
obligations of either party, the parties shall attempt in good faith to resolve
the dispute through confidential, nonbinding mediation as more fully described
in the Policies and Procedures. Company shall not be obligated to engage in
mediation as a prerequisite to disciplinary action against an Affiliate. If the
parties are unsuccessful in resolving their dispute through mediation, the
dispute shall be settled totally and finally by arbitration as more fully
described in the Policies and Procedures.

Notwithstanding the
foregoing, either party may bring an action before the courts seeking a
restraining order, temporary or permanent injunction, or other equitable relief
to protect its intellectual property rights, including but not limited to
customer and/or affiliate lists as well as other trade secrets, trademarks, trade
names, patents, and copyrights. The parties may also seek judicial enforcement
of an arbitration award. You waive any requirement of posting a bond in
connection with such an action brought against you.

These Terms of Use do
not limit any rights or remedies that we or our suppliers, licensors or other
similar entities, may have under trade secret, copyright, patent, trademark or
other laws.

SEVERABILITY; WAIVER

If, for whatever reason,
a court of competent jurisdiction finds any term or condition in this Agreement
to be unenforceable, all other terms and conditions will remain unaffected and
in full force and effect. No waiver of any breach of any provision of this
Agreement shall constitute a waiver of any prior, concurrent, or subsequent
breach of the same or any other provisions hereof, and no waiver shall be
effective unless made in writing and signed by an authorized representative of
the waiving party.

MODIFICATIONS

Company may, in its sole
discretion and without prior notice, (i) revise this Agreement; (ii) modify the
Site, Content or the Service, and (iii) discontinue the Site, Content or
Service at any time for any reason. Company shall post any revision to this
Agreement to the Site, and the revision shall be effective immediately upon
such positing. In the event of substantive changes to this Agreement, the new
terms will be posted to the Site. If any modification is unacceptable to you,
your only recourse is not to use the Site and Service and to request an
immediate termination of your membership. Your continued use of the Site,
Content or the Service following positing of a change notice or new Agreement
on the Site will constitute binding acceptance of the changes.

MISCELLANEOUS

This Agreement will be
binding upon each party hereto and its successors and permitted assigns. This
Agreement will not be assignable or transferable by you without Company’s prior
written consent. This Agreement, and the related policy statements referred to
herein, contains the entire understanding of the parties regarding use of the
Site, Content and Service, and supersedes all prior and contemporaneous
agreements and understandings between the parties regarding the same. Any
rights not expressly granted herein are reserved. No agency, partnership, joint
venture or employee-employer relationship is intended or created by this
Agreement. The provisions of this Agreement addressing disclaimers of
representations and warranties, indemnity obligations, intellectual property
and governing law shall survive the termination of this Agreement.

BY USING THE SITE, YOU
ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE
BOUND BY THE AGREEMENT, AS AMENDED FROM TIME TO TIME.

Terms or service

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