Updated As Of: 5/1/2024

Welcome to compassaihub.com (the “Website”). This Terms

of Service Use Agreement (the “Agreement”) is made and entered into by and between you

and Compass Ai Hub, LLC (the “Company”, “us”, “we”, or “our”). This

agreement sets forth the terms and conditions that govern your use of and

access to the Website 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

compassaihub.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

(Compass AI Hub, LLC 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 Compass AI Hub LLC

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: Compass AI Hub, LLC

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 Compass Ai Hub, LLC.

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 South Dakota, 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 South Dakota, Pennington 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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