Terms Of Service & Privacy Policy

Updated As Of: 5/1/2024

Welcome to integratedtax.com or [email protected] (the “Websitse”). This Terms,
of Service Use Agreement (the “Agreement”) is made and entered into by and between you
and Integrated Compliance a davion of Integrated Accounting & Tax (the “Company”, “us”, “we”, or “our”). This
agreement sets forth the terms and conditions that govern your use of and
access to the Websites and any products, materials, and services provided by or
on the Website (collectively, the “Services”).

1.0 Acceptance of this Agreement.

1.1 Acceptance Through Using or
Accessing the Services.

Please
review the following terms carefully. By accessing or using the Services (or by
clicking on “accept” or “agree” to this Agreement when prompted), you agree to
be bound by the terms and conditions of this Agreement on behalf of yourself or
the entity or organization that you represent. If you do not agree to the terms
and conditions of this Agreement, you may not use or access the Services and
must exit the Website immediately.

1.2 Eligibility Requirements to
Use or Access the Services.

To use the Website or any other
Services, you must be (i) at least 18 years old , (ii) a resident of the United
States or legal resident of another country, and (iii) not a competitor of or
using the Services for purposes that are competitive with the Company.

By accessing or using the
Services, you represent and warrant that you meet all the foregoing eligibility
requirements. You also represent and warrant that you have the right,
authority, and capacity to enter into this Agreement on your behalf or the entity
or organization that you represent. If you do not meet all these requirements,
you may not use or access the Services.

1.3 Changes to this Agreement.

The Company reserves the right to
change this Agreement from time to time in its sole discretion. Except for
changes made for legal or administrative purposes, the Company will provide
reasonable advance notice before the changes become effective. All changes will
apply to your use of and access to the Services from the date the changes
become effective and onwards. For new users, the changes will be effective
immediately.

Your continued use of or access to
the Services following any changes to this Agreement shall constitute your
acknowledgment of such changes and agreement to be bound by the terms and
conditions of such changes. You should check this page frequently so that you
are aware of any changes since they are binding on you.

2.0 Access to the Services.

(a) Changes to Your Access and the
Services.

The Services may change from time
to time as the Company evolves, refines, or adds more features to the Services.
The Company reserves the right to modify, withdraw, or discontinue the
Services, in whole or in part, at any time without notice to you. You agree
that the Company shall have no liability to you or any third party for any
losses or damages caused by the Services not being available, in whole or in
part, at any time or for any period.

(b) Creating an Account.

You may be required to register
for an account and provide certain information about yourself to access the
Services or certain features of the Services. You promise to provide us with
accurate, complete, and updated information about yourself. The Company may
have different types of accounts for different users. If you connect to any
Services with a third-party service, you grant us permission to access and use
your information from such service as permitted by that service to store your
login credentials for that service. All information that you provide will be
governed by our Privacy Policy. You consent to all actions that we may take
with respect to your information consistent with our Privacy Policy.

(c) Account Responsibilities.

You are entirely responsible for
maintaining the confidentiality of your password and account. You are also
entirely responsible for any and all activities associated with your account.
Your account is personal to you and you agree not to provide any other person
with access to the Services or any portions of it using your username,
password, or other security information. You should ensure that you exit from
your account at the end of each session. You should use extra caution when
accessing your account from a public or shared computer so that others are not
able to view or record your password or other personal information. You may not
transfer your account to anyone else without our prior written permission. You
agree to notify the Company immediately of any actual or suspected unauthorized
use of your account or any other breach of security. The Company will not be
liable for any losses or damages arising from your failure to comply with the
above requirements. You will be held liable for losses or damages incurred by
the Company or any third party due to someone else using your account or
password.

(d) Account Responsibilities.

Our service offerings are subject to a Reasonable
Use Policy to ensure the highest quality of service for all our customers. We
reserve the right to define what constitutes "reasonable use" at our
sole discretion.

If we determine that your use of
the service is not in accordance with our Reasonable Use Policy, we may, at our
discretion, either offer a different service plan that will better suit your
needs, impose additional charges for the unreasonable use, or suspend or
terminate the service for breach of this policy.

(e) Termination or Deletion of an
Account.

The Company shall have the right
to suspend or terminate your account at any time in our sole discretion for any
or no reason, including if we determine that you have violated any terms or
conditions of this Agreement.

3.0 Policy for Using the Services.

3.1 Prohibited Uses.

You may use the Services for
lawful purposes only and in accordance with this Agreement. You agree not to
use the Services in any way that could damage the Services or general business
of the Company. You may use the Services for any business or commercial
purposes.

3.2 Prohibited Activities.

You further agree not to engage in
any of the following prohibited activities in connection with using the
Services:

(a) No Violation of Laws or
Obligations. Violate any applicable laws or regulations (including intellectual
property laws and right of privacy or publicity laws) or any contractual
obligations.

(b) No Unsolicited Communications.
Send any unsolicited or unauthorized advertising, promotional materials, spam,
junk mail, chain letters, or any other form of unsolicited communications,
whether commercial or otherwise.

(c) No Impersonation. Impersonate
others or otherwise misrepresent your affiliation with a person or entity in an
attempt to mislead, confuse, or deceive others.

(d) No Harming of Minors. Exploit
or harm minors in any way, including exposing inappropriate content or
obtaining personally identifiable information.

(e) Compliance with Content
Standards. Upload, display, distribute, or transmit any material that does not
comply with the Content Standards set out below in this Agreement.

(f) No Interference with Others’
Enjoyment. Harass or interfere with anyone’s use or enjoyment of the Services,
or expose the Company or other users to liability or other harm.

(g) No Interference or Disabling
of the Services. Use any device, software, or routine that interferes with the
proper working of the Services, or take any action that may interfere with,
disrupt, disable, impair, or create an undue burden on the infrastructure of
the Services, including servers or networks connected to the Website.

(h) No Monitoring or Copying
Material. Copy, monitor, distribute, or disclose any part of the Services by
automated or manual processes, devices, or means. This includes, without
limitation, using automatic devices such as robots, spiders, offline readers,
crawlers, or scrapers to strip, scrape, or mine data from the Website;
provided, however, that the Company conditionally grants to the operators of
public search engines revocable permission to use spiders to copy materials
from the Website for the sole purpose of and solely to the extent necessary for
creating publicly available searchable indices of the materials, but not caches
or archives of such materials.

(i) No Viruses, Worms, or Other
Damaging Software. Upload, transmit, or distribute to or through the Services
any viruses, Trojan horses, worms, logic bombs, or other materials intended to
damage or alter the property of others, including attacking the Services via a
denial-of-service or distributed denial-of-service attack.

(j) No Unauthorized Access or
Violation of Security. Violate the security of the Services through (i) any
attempt to gain unauthorized access to the Services or to other systems or
networks connected to the Services, (ii) the breach or circumvention of encryption
or other security codes or tools, or (iii) data mining or interference to any
server, computer, database, host, user, or network connected to the Services.

(k) No Reverse Engineering.
Reverse engineer, decompile, or otherwise attempt to obtain the source code or
underlying information of or relating to the Services.

(l) No Collecting User Data.
Collect, harvest, or assemble any data or information regarding any other user
without their consent. This includes, without limitation, their emails,
usernames, or passwords.

(m) No Other Interference.
Otherwise attempt to interfere with the proper working of the Services.

(n) Attempt or Assist Others in
Attempting. Attempt any of the foregoing or assist, permit, or encourage others
to do or attempt any of the foregoing.

(o) Timely Response to
Escalations. Responses to Agency Escalations are required to occur within 24
hours Monday through Friday. If Escalations are not handled by the agency in
this timely manner, Services will be terminated without notification.

3.3 Geographic Restrictions.

The Company is based in the United
States. The Services are for use by persons located in the United States. By
choosing to access the Services from any location other than the United States,
you accept full responsibility for compliance with all local laws. The Company
makes no representations that the Services or any of its content are accessible
or appropriate outside of the United States.

4.0 Terms and Conditions of Sale

4.1 Purchasing Process

Any steps taken from choosing
Services to order submission form part of the purchasing process. The
purchasing process includes these steps:

(a) By clicking on the checkout
button or completing the provided invoice, users open the third-party merchant
checkout section, wherein they will have to specify their contact details and a
payment method of their choice.

(b) After providing all the
required information, users must carefully review the order and, subsequently,
confirm and submit it by using the relevant button or mechanism on the Website,
hereby accepting these Terms and committing to pay the agreed-upon price.

4.2 Order Submission

When you submit an order, the
following applies:

(a) The submission of an order
determines contract conclusion and therefore creates for you the obligation to
pay the price, taxes, and possible further fees and expenses, as specified on
the order page.

(b) In case the purchased Services
requires active input from you, such as the provision of personal information
or data, specifications or special wishes, the order submission creates an
obligation for you to cooperate accordingly.

(c) Upon submission of the order, users
will receive a receipt confirming that the order has been received.

All notifications related to the
described purchasing process shall be sent to the email address provided by you
for such purposes.

4.3 Prices

You are informed during the
purchasing process and before order submission, about any fees, taxes and costs
(including, if any, delivery costs) that they will be charged.

4.4 Methods of payment

Information related to accepted
payment methods are made available during the purchasing process. Some payment
methods may only be available subject to additional conditions or fees. In such
cases related information can be found in the dedicated section of the Website.
All payments are independently processed through third-party services.
Therefore, the Website does not collect any payment information – such as
credit card details – but only receives a notification once the payment has
been successfully completed. If payment through the available methods fail or
is refused by the payment service provider, the Company shall be under no
obligation to fulfill the purchase order. Any possible costs or fees resulting
from the failed or refused payment shall be borne by you.

4.5 Retention of usage rights

You do not acquire any rights to
use the purchased Services until the total purchase price is received by the
Company.

5.0 Contract

5.1 Subscriptions

Subscriptions allow you to receive
Services continuously or regularly over a determined period of time. Paid
subscriptions begin on the day the payment is received by the Company. In order
to maintain subscriptions. Your credit card will be directly debited per your
payment agreement. Failure to do so may cause service interruptions.

5.2 Fixed-term subscriptions

Paid fixed-term subscriptions
start on the day the payment is received by the Company and last for the
subscription period chosen by you or otherwise specified during the purchasing
process. Once the subscription period expires, the Services shall no longer be
accessible, unless you renew the subscription by paying the relevant fee.
Fixed-term subscriptions may not be terminated prematurely and shall run out
upon expiration of the subscription term.

5.3 One Time Purchases & Other
Payment Terms/Plans

(a) Your credit card will be
directly debited per your payment agreement.

(b) You will remain liable for the
remainder until payment is received in full.

(c) Should you have questions or
issues with your payment plan, please contact
[email protected]

(d) You must add live calls to
your calendar and your access to those calls will remain available to you as
long as your account is in good standing and your program date has not expired.

5.4 Automatic renewal

Subscriptions are automatically
renewed through the payment method that you chose during purchase unless you
cancel the subscription within the deadlines for termination specified in the
relevant section of these Terms and/or Website. The renewed subscription will
last for a period equal to the original term. You shall receive a reminder of
the upcoming renewal with reasonable advance, outlining the procedure to be
followed in order to cancel the automatic renewal.

5.5 Termination

Recurring subscriptions may be
terminated at any time, for any reason by sending a clear and unambiguous
termination notice to the Company using the contact details provided in this
document, or — if applicable — by using the corresponding controls inside the
Website.

5.6 Termination notice

If the notice of termination is
received by the Company before the subscription renews, the termination shall
take effect as soon as the current period is completed.

5.7 Payments

(a) If payments are not received
on your due date and your account ends up in collections, we reserve the right
to pursue legal action through collections to obtain at least ninety (90)
percent of the minimum balance due. Grace period of 5 DAYS Allowed by approved
exception only by email
[email protected] otherwise termination will
occur immediately.

(b) Should your credit card expire
or payment fail for any reason during payment processing your access will be
automatically suspended until the payment is made and your access will be
immediately restored. We reserve the right to obtain any back payments owed
through collections should payments not be made as outlined upon enrollment as
this is a legal binding agreement.

5.8 Service types and Names subject to change.

(a) You must behave in a
respectful and professional manner at all times when dealing with our personnel
and members while participating in any of our programs. We reserve the right to
terminate your access should you choose to participate in an unprofessional
manner or violate community guidelines.

5.9 Refund Policy on For Ever
 

(a) licenses is equal to type
All
versions of licenses and are considered delivered upon login to
integratedtax.com There are no refunds after delivery unless
otherwise specified in a signed contract.

5.10 Additional Services Vendors

(a) Additional Services Vendor's services access
through this platform is governed by the access to services purchased. If a
subscriber on the platform substantially uses their service to support another
user that is unable, banded, or deemed ineligible, they are subject to account
termination.

6.0 Intellectual Property Rights.

6.1 Ownership of Intellectual
Property.

You acknowledge that all
intellectual property rights, including copyrights, trademarks, trade secrets,
and patents, in the Services and its contents, features, and functionality
(collectively, the “Content”), are owned by the Company, its licensors, or
other providers of such material. The Content is protected by U.S. and
international intellectual property or proprietary rights laws. Neither this
Agreement nor your access to the Services transfers to you any right, title, or
interest in or to such intellectual property rights. Any rights not expressly
granted in this Agreement are reserved by the Company and its licensors.

6.2. License to Use the Services.

During the Term of this Agreement,
the Company grants you a limited, non-exclusive, non-transferable,
non-sublicensable, and revocable license to use and access the Content for any
business or commercial use in accordance with this Agreement. The Content may
not be used for any other purpose. This license will terminate upon your
cessation of use of the Services or at the termination of this Agreement.

6.3 Certain Restrictions.

The rights granted to you in this
Agreement are subject to the following restrictions:

(a) No Copying or Distribution.
You shall not copy, reproduce, publish, display, perform, post, transmit, or
distribute any part of the Content in any form or by any means except as
expressly permitted herein or as enabled by a feature, product, or the Services
when provided to you.

(b) No Modifications. You shall
not modify, create derivative works from, translate, adapt, disassemble,
reverse compile, or reverse engineer any part of the Content.

(c) No Exploitation. You shall not
sell, license, sublicense, transfer, assign, rent, lease, loan, host, or
otherwise exploit the Content or the Services in any way, whether in whole or
in part.

(d) No Altering of Notices. You
shall not delete or alter any copyright, trademark, or other proprietary rights
notices from copies of the Content.

(e) No Competition. You shall not
access or use the Content in order to build a similar or competitive website,
product, or service.

(f) Systematic Retrieval. You
shall not use any information retrieval system to create, compile, directly or
indirectly, a database, compilation, collection or directory of the Content or
other data from the Services.

6.4 Trademark Notice.

All trademarks, logos, and service
marks displayed on the Services are either the Company’s property or the
property of third parties. You may not use such trademarks, logos, or service
marks without the prior written consent of their respective owners.

7.0 User Content.

7.1 User Generated Content.

The Services may contain message
boards, chatrooms, profiles, forums, and other interactive features that allow
users to post, upload, submit, publish, display, or transmit to other users or
other persons content or materials (collectively, “User Content”) on or through
the Services.

You are solely responsible for
your User Content. Please consider carefully what you choose to share. All User
Content must comply with the Content Standards set forth below. Any User
Content you post on or through the Services will be considered non-confidential
and non-proprietary. You assume all risks associated with the use of your User
Content. This includes any reliance on its accuracy, completeness, reliability,
or appropriateness by other users and third parties, or any disclosure of your
User Content that personally identifies you or any third party. You agree that
the Company shall not be responsible or liable to any third party for any User
Content posted by you or any other user of the Services.

You further agree that the Company
shall not be responsible for any loss or damage incurred as the result of any
interactions between you and other users. Your interactions with other users
are solely between you and such users. If there is a dispute between you and
any other user, we are under no obligation to become involved.

7.2 License.

You hereby grant to the Company an
irrevocable, non-exclusive, royalty-free and fully paid, transferable,
perpetual, and worldwide license to reproduce, distribute, publicly display and
perform, prepare derivative works of, incorporate into other works, and
otherwise use and exploit your User Content, and to grant sublicenses of the
foregoing rights, in connection with the Services and the Company’s business
including, without limitation, for promoting and redistributing part or all of
the Services in any media formats and through any media channels.

You represent and warrant that you
have all the rights, power, and authority necessary to grant the rights granted
herein to any User Content that you submit. You hereby irrevocably waive all
claims and have no recourse against us for any alleged or actual infringement
or misappropriation of any proprietary rights in any communication, content, or
material submitted to us. Please note that all of the following licenses are
subject to our Privacy Policy to the extent they relate to any User Content
that contains any personally identifiable information.

7.3 Content Standards.

You agree not to send, knowingly
receive, upload, transmit, display, or distribute any User Content that does
not comply with the following standards (“Content Standards”). User Content
must not:

(a) Violate Laws or Obligations.
Violate any applicable laws or regulations (including intellectual property
laws and right of privacy or publicity laws), or any contractual or fiduciary
obligations.

(b) Promote Illegal Activity or
Harm to Others. Promote any illegal activity; advocate, promote, or assist any
unlawful act; or create any risk of any harm, loss, or damage to any person or
property.

(c) Infringe Intellectual Property
Rights. Infringe any copyright, trademark, patent, trade secret, moral right,
or other intellectual property rights of any other person.

(d) Defamatory, Abusive, or
Otherwise Objectionable Material. Contain any information or material that we
deem to be unlawful, defamatory, trade libelous, invasive of another’s privacy
or publicity rights, abusive, threatening, harassing, harmful, violent,
hateful, obscene, vulgar, profane, indecent, offensive, inflammatory,
humiliating to other people (publicly or otherwise), or otherwise
objectionable. This includes any information or material that we deem to cause
annoyance, inconvenience, or needless anxiety, or be likely to upset,
embarrass, alarm, or annoy another person.

(e) Promotion of Sexually Explicit
Material or Discrimination. Promote sexually explicit or pornographic material,
violence, or discrimination based on race, sex, religion, nationality,
disability, sexual orientation, or age.

(f) Fraudulent Information or
Impersonation. Contain any information or material that is false, intentionally
misleading, or otherwise likely to deceive any person including, without
limitation, impersonating any person, or misrepresenting your identity or
affiliation with any person or organization.

(g) Endorsement by the Company.
Represent or imply to others that it is in any way provided, sponsored, or
endorsed by the Company or any other person or entity, if that is not the case.

7.4 Monitoring and Enforcement.

We reserve the right at all times,
but are not obligated, to:

(a) Take any action with respect
to any User Content that we deem necessary or appropriate in our sole
discretion, including if we believe that such User Content violates the Content
Standards or any other provision in this Agreement, or creates liability for
the Company or any other person. Such action may include reporting you to law
enforcement authorities.

(b) Remove or reject any User
Content for any or no reason in our sole discretion.

(c) Disclose any User Content,
your identity, or electronic communication of any kind to satisfy any law,
regulation, or government request, or to protect the rights or property of the
Company or any other person.

(d) Terminate or suspend your
access to all or part of the Services for any or no reason, including without
limitation, any violation of this Agreement.

We do not review User Content
before it is posted on or through the Services, and therefore cannot ensure
prompt removal of questionable User Content. Accordingly, the Company and its
affiliates, and their respective officers, directors, employees or agents,
assume no liability for any action or inaction regarding transmissions,
communications, or content provided by any user or third party. The Company
shall have no liability or responsibility to anyone for performance or
non-performance of the activities described in this Section.

7.5 Copyright Infringement
(Integrated Accounting & Tax Copyright Act Policy).

The Company respects the
intellectual property of others and expects users of the Services to do the
same. It is the Company’s policy to terminate the users of our Services who are
repeat infringers of intellectual property rights, including copyrights. If you
believe that your work has been copied in a way that constitutes copyright
infringement and wish to have the allegedly infringing material removed, please
provide the following information in accordance with the
Integrated Accounting & Tax Copyright Act to our designated copyright agent:

(a) a physical or electronic
signature of the copyright owner or a person authorized to act on their behalf;

(b) a description of the
copyrighted work that you allege has been infringed;

(c) a description of the material
that is claimed to be infringing or to be the subject of infringing activity
and that is to be removed or access to which is to be disabled;

(d) a description of where the
material that you claim is infringing is located;

(e) your contact information,
including your address, telephone number, and email address;

(f) a statement that you have a
good faith belief that use of the objectionable material is not authorized by
the copyright owner, its agent, or under the law; and

(g) a statement by you, made under
penalty of perjury, that the above information in your notice is accurate and
that you are the copyright owner or authorized to act on the copyright owner’s
behalf.

Please note that pursuant to 17
U.S.C. § 512(f), any misrepresentation of material fact in a written
notification automatically subjects the complaining party to liability for any
damages, costs, and attorneys’ fees incurred by us in connection with the written
notification and allegation of copyright infringement.

Designated copyright agent for the
Company:

NAME: Integrated Accounting & Tax Support or Integrated Compliance

EMAIL:
[email protected]

7.6 Feedback to the Company.

If you provide the Company with
any feedback or suggestions regarding the Services (“Feedback”), you hereby
assign to the Company all rights in such Feedback and agree that the Company
shall have the right to use and fully exploit such Feedback and related
information in any manner it deems appropriate. The Company will treat any
Feedback that you provide to the Company as non-confidential and
non-proprietary. You agree that you will not submit to the Company any
information or ideas that you consider to be confidential or proprietary.

8.0 Assumption of Risk.

The information presented on or
through the Services is made available for general information purposes only.
The Company does not warrant the accuracy, completeness, suitability, or
quality of any such information. Any reliance on such information is strictly
at your own risk. The Company disclaims all liability and responsibility
arising from any reliance placed on such information by you or any other user
to the Services, or by anyone who may be informed of any of its contents.

9.0 Privacy.

For information about how the
Company collects, uses, and shares your information, please review our Privacy
Policy. You agree that by using the Services you consent to the collection,
use, and sharing (as set forth in the Privacy Policy) of such information.

10.0 Termination.

10.1 Termination.

The Company may suspend or
terminate your access or rights to use the Services at any time, for any
reason, in our sole discretion, and without prior notice, including for any
breach of the terms of this Agreement. Upon termination of your access or rights
to use the Services, your right to access and use the Services will immediately
cease. The Company will not have any liability whatsoever to you for any
suspension or termination of your rights under this Agreement, including for
termination of your account or deletion of your User Content. If you have
registered for an account, you may terminate this Agreement at any time by
contacting the Company and requesting termination.

If you are in breach of any
third-party application or integration on the platform, you are in breach of
this Agreement, and Services will cease immediately without a signed Enterprise
agreement with Integrated Accounting & Tax.

10.2 Effect of Termination.

Upon termination of this
Agreement, any provisions that by their nature should survive termination shall
remain in full force and effect. This includes, without limitation, ownership
or intellectual property provisions, warranty disclaimers, and limitations of
liability. Termination of your access to and use of the Services shall not
relieve you of any obligations arising or accruing prior to termination or
limit any liability that you otherwise may have to the Company or any third
party. You understand that any termination of your access to and use of the
Services may involve deletion of your User Content associated with your account
from our databases.

11.0 No Warranty.

THE SERVICES ARE PROVIDED ON AN
“AS-IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICES IS AT YOUR OWN RISK. TO
THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED
WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR
OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT,
ACCURACY, OR NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING,
THE COMPANY AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE,
RELIABLE, COMPLETE, OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS;
THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION,
UNINTERRUPTED, ERROR-FREE, OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE
CORRECTED; THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS;
OR THAT THE SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET
YOUR REQUIREMENTS OR EXPECTATIONS. TO THE FULLEST EXTENT PROVIDED BY LAW. WE
WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE
DEVICE, DATA, OR OTHER PROPRIETARY MATERIAL THAT MAY RESULT FROM YOUR USE OF
THE SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES OR YOUR DOWNLOADING OF ANY
MATERIAL POSTED ON THE SERVICES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR
ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICES ADVERTISED OR OFFERED BY A
THIRD PARTY THROUGH THE SERVICES OR THIRD-PARTY LINKS, AND WE WILL NOT BE A PARTY
TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY
PROVIDERS OF PRODUCTS OR SERVICES OR ANY OTHER USER.

THE SERVICES WOULD NOT BE PROVIDED
WITHOUT THESE LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN,
OBTAINED BY YOU FROM US THROUGH THE SERVICES SHALL CREATE ANY WARRANTY,
REPRESENTATION, OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT. SOME
JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE
EXCLUSION MAY NOT APPLY TO YOU. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH
RESPECT TO THE SERVICES, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY
(90) DAYS FROM THE DATE OF FIRST USE.

12.0 Limitation of Liability.

TO THE FULLEST EXTENT ALLOWED BY
APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY OR ITS AFFILIATES, OR THEIR
RESPECTIVE LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR
DIRECTORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES OF ANY KIND,
UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OR
INABILITY TO USE THE SERVICES, ANY THIRD-PARTY LINK, OR ANY CONTENT ON THE
SERVICES OR SUCH THIRD-PARTY LINK, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF
USE, REVENUE, OR PROFIT, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF DATA,
LOSS OF GOODWILL, OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL,
INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH
OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER
SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE
SERVICES IS TO STOP USING THE SERVICES.

SOME STATES DO NOT ALLOW THE
EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND
EXCLUSIONS MAY NOT APPLY TO YOU.

13.0 Indemnification.

You agree to indemnify, defend,
and hold harmless the Company and its affiliates and their respective officers,
directors, employees, agents, affiliates, successors, and permitted assigns
(collectively, “Indemnified Party”) from and against any and all losses,
claims, actions, suits, complaints, damages, liabilities, penalties, interest,
judgments, settlements, deficiencies, disbursements, awards, fines, costs,
fees, or expenses of whatever kind, including reasonable attorneys’ fees, fees
and other costs of enforcing any right to indemnification under this Agreement,
and the cost of pursuing any insurance providers, arising out of or relating to
your breach of this Agreement or your use or misuse of the Services including,
but not limited to, your User Content or any actions taken by a third party
using your account. The Company reserves the right, at your expense, to assume
the exclusive defense and control of any matter for which you are required to
indemnify us, and you agree to assist and cooperate with our defense or
settlement of these claims.

14.0 Disputes.

14.1 Governing Law.

All matters relating to this
Agreement, and all matters arising out of or relating to this Agreement,
whether sounding in contract, tort, or statute are governed by, and construed
in accordance with, the laws of the State of Minnesota, without giving
effect to any conflict of law principles.

14.2 Dispute Resolution.

Any action or proceeding arising
out of or related to this Agreement or the Services shall be brought only in a
state or federal court located in the State of Minnesota, Scott County,
although we retain the right to bring any suit, action, or proceeding against
you for breach of this Agreement in your country of residence or any other
relevant country. You hereby irrevocably submit to the jurisdiction of these
courts and waive the defense of inconvenient forum to the maintenance of any
action or proceeding in such venues.

At the Company’s sole discretion,
it may require any dispute, claim, or controversy arising out of or relating to
this Agreement, or the breach, termination, enforcement, interpretation, or
validity thereof, to be submitted to and decided by a single arbitrator by
binding arbitration under the rules of the American Arbitration Association in Prior Lake
City Minnesota. The decision of the arbitrator shall be final and binding on
the parties and may be entered and enforced in any court of competent
jurisdiction by either party. The prevailing party in the arbitration
proceedings shall be awarded reasonable attorneys’ fees, expert witness costs
and expenses, and all other costs and expenses incurred directly or indirectly
in connection with the proceedings, unless the arbitrator shall for good cause
determine otherwise.

All arbitrations shall proceed on
an individual basis. You agree that you may bring claims against the Company in
arbitration only in your individual capacities and in so doing you hereby waive
the right to a trial by jury, to assert or participate in a class action
lawsuit or class action arbitration (either as a named-plaintiff or class
member), and to assert or participate in any joint or consolidated lawsuit or
joint or consolidated arbitration of any kind. Notwithstanding anything to the
contrary under the rules of the American Arbitration Association, the
arbitrator may not consolidate more than one person's claims, and may not
otherwise preside over any form of a representative or class proceeding. If a
court decides that applicable law precludes enforcement of any of this
paragraph's limitations as to a particular claim for relief, then that claim
(and only that claim) must be severed from the arbitration and may be brought
in court.

YOU UNDERSTAND AND AGREE THAT BY
ENTERING INTO THESE TERMS, YOU ARE WAIVING THE RIGHT TO TRIAL BY JURY OR TO
PARTICIPATE IN A CLASS ACTION.

14.3 Limitation to Time to File
Claims.

ANY CAUSE OF ACTION OR CLAIM YOU
MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES MUST BE
COMMENCED WITHIN THREE 3 MONTHS AFTER THE CAUSE OF ACTION AROSE; OTHERWISE,
SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY WAIVED AND BARRED.

15.0 Miscellaneous.

15.1 Waiver.

Except as otherwise set forth in
this Agreement, no failure of the Company to exercise, or delay by the Company
in exercising, any right, remedy, power, or privilege arising from this
Agreement shall operate or be construed as a waiver thereof, nor shall any
single or partial exercise of any right, remedy, power, or privilege hereunder
preclude any other or further exercise thereof or the exercise of any other
right, remedy, power, or privilege.

15.2 Severability.

If any term or provision of this
Agreement is found by a court of competent jurisdiction to be invalid, illegal,
or unenforceable, such invalidity, illegality, or unenforceability shall not
affect any other term or provision of this Agreement or invalidate or render
unenforceable such term or provision in any other jurisdiction.

15.3 Entire Agreement.

This Agreement, together with all
documents referenced herein, constitutes the entire agreement between you and
the Company with respect to the subject matter contained herein. This Agreement
supersedes all prior and contemporaneous understandings, agreements,
representations, and warranties, both written and oral, with respect to the
subject matter hereof.

15.4 Headings.

Headings and titles of sections,
clauses, and parts in this Agreement are for convenience only. Such headings
and titles shall not affect the meaning of any provisions of the Agreement.

15.5 No Agency, Partnership or
Joint Venture.

No agency, partnership, or joint
venture has been created between you and the Company as a result of this
Agreement. You do not have any authority of any kind to bind the Company in any
respect whatsoever.

15.6 Assignment.

You shall not assign or delegate
any of your rights or obligations under this Agreement without the prior
written consent of the Company. Any purported assignment or delegation in
violation of this Section shall be deemed null and void. No assignment or delegation
shall relieve you of any of your obligations hereunder. The Company may freely
assign or delegate its rights and obligations under this Agreement at any time.
Subject to the limits on assignment stated above, this Agreement will inure to
the benefit of, be binding on, and be enforceable against each of the parties
hereto and their respective successors and assigns.

15.7 Export Laws.

The Services may be subject to
U.S. export control laws and regulations. You agree to abide by these laws and
their regulations (including, without limitation, the Export Administration Act
and the Arms Export Control Act) and not to transfer, by electronic
transmission or otherwise, any materials from the Services to either a foreign
national or a foreign destination in violation of such laws or regulations.

16.0 Contact Information.

All notices of copyright
infringement claims should be sent to the designated copyright agent as
provided in Section 7 (User Content). All other feedback, comments, requests
for technical support, and other communications relating to the Services should
be directed to [email protected]

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