Terms & CONDITIONS

TERMS & CONDITIONS

TRUST PATRICK REFERRAL NETWORK

Version Date: [01/23/2023]

TERMS & CONDITIONS AGREEMENT

This Terms & Conditions Agreement (“Agreement”) constitutes a legally binding agreement made between you, whether personally or on behalf of an entity (“Provider” or “you”) and Phase One Digital Marketing, LLC and its affiliated companies (collectively, “Company” or “we” or “us” or “our”), concerning your access to and use of the www.trustpatrick.com website as well as any other media form, media channel, mobile website or mobile application related or connected thereto (collectively, the “Website”). The Website provides the following service: (i) provides profiles of providers of various services, (ii) connects consumers with such Service Providers in order to receive information, quotes and services (“Provider Services”), (iii) provides information about various Provider Services in order to educate consumers when ordering such services from Providers, and (iv) provides various related services as may be made available by Company from time to time (collectively, “Company Services”).

Supplemental terms and conditions or documents that may be posted on the Website from time to time, are hereby expressly incorporated into this Agreement by reference. Company makes no representation that the Website is appropriate or available in other locations other than where it is operated by Company. The information provided on the Website is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Company to any registration requirement within such jurisdiction or country.

Accordingly, those persons who choose to access the Website from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

Persons under the age of 18 are not permitted to register for the Website as a provider or use the Company Services.

YOU ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT BY ACKNOWLEDGING SUCH ACCEPTANCE DURING THE REGISTRATION PROCESS (IF APPLICABLE) AND ALSO BY CONTINUING TO USE THE WEBSITE. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE COMPANY SERVICE. IF YOU DO NOT AGREE TO ABIDE BY THIS AGREEMENT, OR TO MODIFICATIONS THAT COMPANY MAY MAKE TO THIS AGREEMENT IN THE FUTURE, DO NOT USE OR ACCESS OR CONTINUE TO USE OR ACCESS THE COMPANY SERVICES OR THE WEBSITE. COMPANY SERVICES OVERVIEW.

The Website is a platform that markets and promotes Provider Services to consumers. Company provides profiles of Providers that can be searched and viewed by consumers. Profiles contain contact information so that consumers can contact Providers directly. The Company Services also provide a matching service whereby consumers enter information about the consumer and specific Provider Services in which a consumer is interested and then Company will attempt to match the request with specific Providers that will contact a consumer with information or quotes, as requested by the consumer.
Subject to the terms of this Agreement, Provider may create a profile on the Website that describes the Provider and the Provider Services. Provider’s profile will be searchable by consumers. Depending upon the type of profile created by Provider, subscriptions fees may be charged in accordance with our then-current fee schedule.

Company reserves the right, in its sole discretion, to review, reject and remove any content that you upload to the Website or your company profile.
Consumers may request to be matched with Providers for specific Provider Services. If you have ordered our lead service, then Company may send you information about consumers and specific Provider Services being requested by consumers (“Leads”). Leads will be sent to you in accordance with the level of lead service you have ordered and will be charged in accordance with our then-current fees for Leads. Leads are not exclusive unless so specified to you, and Leads not specified as exclusive may at our discretion be sent to other providers. Company does not guaranty that you will receive any particular number of Leads, or that you will receive any Leads at all. We do not guaranty the accuracy of any information contained in Leads, which information is provided to us by the consumers without any independent verification performed by us. Furthermore, we do not guaranty the level of actual interest of any Lead in ordering your Provider Services, that any Lead will actually order your Provider Service, or that any consumer will or even has the financial ability to pay for your Provider Services. We also do not guaranty that you will be able to successfully contact a Lead using the contact information contained in the Lead data.
You agree not to sell, trade, gift, assign, or otherwise transfer any service requests, or Leads provided by Company to any other party, including any other providers on the Website. You acknowledge and agree that to knowingly share, distribute, transfer, or sell a Lead, without the written consent of Company, is prohibited under this Agreement and is a very serious breach of contract and fraudulent matter that could result in invasion of privacy rights or other violations of law, significant costs and damages to others and to Company. Responding to such a violation would also result in the loss of time and effort on the part of Company. There also may be regulatory fines and penalties imposed for contacting consumers and businesses in a manner not in accordance with the applicable laws and regulations including but not limited to federal and state do-not-call regulations and federal and state anti-spam regulations.
All contracts between providers and consumers are made directly between providers and consumers and Company plays no role in such contracts. Accordingly, you are responsible for independently verifying the information in a Lead and determining the creditworthiness of any consumer you decide to contract with. If you provide any quotes to customers via the Website, such quotes are provided for informational purposes only. A customer cannot contract with you via the Website. In the event a customer selects you on our Website in response to a quote you provide, such selection is merely an indication of the customer’s interest in contacting or being contacted by you. You agree to allow only employees of your company or independent contractors performing services directly on behalf of your business to contact or provide any service to consumers you learn of via a Lead. To the extent you use any such subcontractors, you shall be responsible and liable for all acts and omissions of such subcontractors and for ensuring that such subcontractors comply with all the provisions of this Agreement. Consumers will have the ability to rate and post comments concerning Provider and Provider Services. Such ratings and comments should be in compliance with rules Company establishes for such ratings and comments.
Company reserves the right to determine in its sole discretion whether any ratings or comments violate our established rules, and whether or not to remove or alter ratings and comments that violate our established rules. Company may modify its rules governing consumer ratings and comments at any time. Provider hereby waives any right to take any legal action for damages against Company arising from any consumer ratings or comments posted on the Website. If your ratings and comments indicate to Company that the quality of your Provider Services is not consistent with the quality required by Company, then we may cease sending you Leads, or remove your profile or take other action we deem appropriate. All such actions may be taken by Company in its sole discretion without liability to you, and you hereby waive any right to take any legal action for damages against Company arising from any such decision or action taken by Company. You understand and agree that Company may perform background checks and screenings on your and your employees and based upon such checks and screening Company will determine in its discretion whether to allow you to promote your Provider Services and whether you allow you to continue to do so on the Website, as appropriate. You agree to sign all documentation requested by Company associated with the performance of such background checks and screenings. Company may also require you to pay a fee for such background checks and screenings.

PROVIDER REPRESENTATIONS
Regarding Provider and the Provider Services You represent and warrant to Company as follows:
You are qualified and have appropriate skills to perform the Provider Services listed in any application provided to Company and as posted in your profile. You are, and at all times will be, properly and fully licensed, bonded and insured (at levels in accordance with applicable industry standards) under all applicable laws and trade regulations (and upon request will produce documentation to verify this), and further, that you have not been turned down for insurance coverage related to your Provider Services. You will notify us promptly of any such changes to your licensing, bonding or insured status.
You hereby represent that you, any predecessor entities of Provider, any other majority shareholders, partners or members, and your company, are free from any (i) bankruptcies, civil legal judgments within the last 3 years, and (ii) felony criminal convictions. If at any time during your membership with the Website you, any predecessor entities of your company, any other majority shareholders, partners or members or your company, should file for bankruptcy or be involved in bankruptcy proceedings, have a civil legal judgment entered against such party or a felony conviction entered against such party, you will promptly notify Company. You further represent that you have not been sanctioned or penalized by any governmental authorities in connection with your provision of services to any of your customers, and that you have not been denied membership to (or had your membership revoked from) any professional industry associations. You authorize Company to verify that all of the above representations are truthful and accurate at any time while this Agreement remains in effect. You will not engage in any illegal acts or acts of wrongdoing, dishonesty or unethical business practices with Company, any consumer or other third party, including, but not limited to, disclosing any user personal information to any third party. You will at all times be in full compliance with all applicable federal, state, local and other laws and regulations that apply to your activities.

Regarding Your Registration
By using the Company Services, you represent and warrant that: all registration information you submit is truthful and accurate;
you will maintain the accuracy of such information; you will keep your password confidential and will be responsible for all use of your password and account; you are not less than 18 years of age; and your use of the Company Services does not violate any applicable law or regulation.
You also agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Website’s registration form and (b) maintain and promptly update registration data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Company has the right to suspend or terminate your account and refuse any and all current or future use of the Website (or any portion thereof). You are not allowed to let anyone else use your account and you may not share your login and password with anyone else. You must notify Company immediately of any breach of security or unauthorized use of your account.

You are responsible to Company for the violation of this Agreement by any employee or agent of yours, any other person to whom you have given access to the Company Services, and any person who gains access to your account as a result of your failure to use reasonable security precautions, to the same extent as if you had committed the violation yourself, even if such violation was not authorized by you. You are responsible to Company for any fees arising from the use of the Company Services by any of these persons, even if that use was not authorized by you.

Regarding Content You Provide
The Website may invite you to chat or participate in blogs, message boards, online forums and other functionalityand may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute or broadcast content and materials to Company and/or to or via the Website, including, without limitation, text, writings, video, audio, photographs, graphics, comments, suggestions or personally identifiable information or other material (collectively “Contributions”). Any Contributions you transmit to Company will be treated as non- confidential and non-proprietary.
When you create or make available a Contribution, you thereby represent and warrant that:
the creation, distribution, transmission, public display and performance, accessing, downloading and copying of your Contribution does not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret or moral rights of any third party; you are the creator and owner of or have the necessary licenses, rights, consents, releases and permissions to use and to authorize Company and the Website users to use your Contributions as necessary to exercise the licenses granted by you under this Agreement; you have the written consent, release, and/or permission of each and every identifiable individual person in the Contribution to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the Contribution in the manner contemplated by this Website; your Contribution is not obscene, lewd, lascivious, filthy, violent, harassing or otherwise objectionable (as determined by Company), libelous or slanderous, does not ridicule, mock, disparage, intimidate or abuse anyone, does not advocate the violent overthrow of any government, does not incite, encourage or threaten physical harm against another, does not violate any applicable law, regulation, or rule, and does not violate the privacy or publicity rights of any third party; your Contribution does not include any offensive comments that are connected to race, national origin, gender, sexual preference or physical handicap; and your Contribution does not otherwise violate, or link to material that violates, any provision of this Agreement or any applicable law or regulation.

Contribution License
By posting Contributions to any part of the Website, or making them accessible to the Website by linking your account to any of your social network accounts, you automatically grant, and you represent and warrant that you have the right to grant, to Company an unrestricted, unconditional, unlimited, irrevocable, perpetual, non- exclusive, transferable, royalty-free, fully-paid, worldwide right and license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part) and distribute such Contributions (including, without limitation, your image and voice) for any purpose, commercial, advertising, or otherwise, to prepare derivative works of, or incorporate into other works, such Contributions, and to grant and authorize sublicenses of the foregoing. The use and distribution may occur in any media formats and through any media channels. Such use and distribution license will apply to any form, media, or technology now known or hereafter developed, and includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names and logos, personal and commercial images you provide. Company does not assert any ownership over your Contributions; rather, as between us and you, subject to the rights granted to us in this Agreement, you retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. Company has the right, in our sole and absolute discretion, to (i) edit, redact or otherwise change any Contributions, (ii) re-categorize any Contributions to place them in more appropriate locations or (iii) pre-screen or delete any Contributions that are determined to be inappropriate or otherwise in violation of this Agreement. By uploading your Contributions to the Website, you hereby authorize Company to grant to each end user a personal, limited, non transferable, perpetual, non-exclusive, royalty-free, fully-paid license to access, download, print and otherwise use your Contributions for their internal purposes and not for distribution, transfer, sale or commercial exploitation of any kind. Company reserves the right to take steps Company believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement. You acknowledge and agree that Company may, without liability to you, access, use, preserve and/or disclose your account information and Contributions to law enforcement authorities, government officials, and/or a third party, as Company believes is reasonably necessary or appropriate, if legally required to do so or if we have a good faith belief that such access, use, disclosure, or preservation is reasonably necessary to: (a) comply with legal process or request; (b) enforce this Agreement, including investigation of any potential violation thereof; (c) detect, prevent or otherwise address security, fraud or technical issues; or (d) protect the rights, property or safety of Company, its users, a third party, or the public as required or permitted by law.

PURCHASES; PAYMENT
Company bills you through an online billing account for purchases of products and/or services. You agree to pay Company all charges at the prices then in effect for the products you or other persons using your billing account may purchase, and you authorize Company to charge your chosen payment provider for any such purchases. You agree to make payment using that selected payment method. If you have ordered a product or service that is subject to recurring charges then you consent to our charging your payment method on a recurring basis, without requiring your prior approval from you for each recurring charge until such time as you cancel the applicable product or service. Company reserves the right to correct any errors or mistakes in pricing that it makes even if it has already requested or received payment. Company may change prices at any time. All payments shall be in U.S. dollars. Charges that are not disputed within 30 days of the date charged are conclusively deemed accurate. Company may offer free trial subscriptions to the Company Service. A free trial subscription may or may not require providing a payment method. If you are required to provide a payment method, then your paid subscription will automatically begin upon termination of the trial period, unless you cancel  prior to that time. If you are not required to provide a payment method, then when the trial period ends, your subscription to the Company Service will cease. Fees are exclusive of taxes and you will pay or reimburse Company for all taxes arising out of this Agreement, whether assessed at the time of your purchase or are thereafter determined to have been due. “Taxes” means any sales, use and other taxes (other than taxes on Company’s income), export and import fees, customs duties and similar charges applicable to the transactions contemplated by this Agreement that are imposed by any government or other authority. You agree to promptly provide Company with legally sufficient tax exemption certificates for each taxing jurisdiction for which you claim exemption. Your account will be considered delinquent if you or your payment method fails to pay the amount billed to it and that amount remains unpaid at the beginning of the next accounting cycle. Your account may be suspended, archived or purged from the Website if your account is delinquent for more than 30 days. Company may impose a charge to restore archived data from delinquent accounts. Company may choose to bill through an invoice. Full payment for invoices issued in any given month must be received by Company 30 days after the mailing date of the invoice, or the Company Service may be terminated. Unpaid invoices are subject to interest of 1% per month on any outstanding balance or the maximum permitted by law, plus all expenses of collection, including attorneys’ fees. Any returned payments will incur a $35 fee per transaction fee.

CREDIT FOR LEAD FEES
We may, in our sole discretion and in accordance with our then-existing Lead credit policies, issue you a credit for any Lead fees that you dispute (by contacting Company via the Website or by telephone), provided, however, that any and all requests for credits must be received by us within 14 days of the date that the Lead fee charge was incurred. Credits that are issued to a Provider’s account will be issued as credits to be applied toward future charges to your account. Credits will expire, if not used, 18 months after the date the credit was issued.

REFUND POLICY
All sales are final and no refunds shall be issued.

CANCELLATION
To cancel the Company Services ordered on a subscription basis, you must follow the process we specify on our Website. If you cancel, the Company Services will end at the end of your current subscription term. If you fail to cancel as required, we will automatically renew the Company Services for the same term and will charge your payment method on file with us commencing on the first day of the renewal term.

GUIDELINES FOR REVIEWS
Company may accept, reject or remove reviews in its sole discretion. Company has absolutely no obligation to screen reviews or to delete reviews, even if anyone considers reviews objectionable or inaccurate. Those persons posting reviews should comply with the following criteria: (1) reviewers should have firsthand experience with the person/entity being reviewed; (2) reviews should not contain: offensive language, profanity, or abusive, racist, or hate language; discriminatory references based on religion, race, gender, national origin, age, marital status, sexual orientation or disability; or references to illegal activity; (3) reviewers should not be affiliated with competitors if posting negative reviews, (4) reviewers should not be affiliated with the website or product reviewed unless the review acknowledges the affiliation and is in response to a specific prior review; (5) reviewers should not make any conclusions as to the legality of conduct; and (6) reviewers may not post any false statements or organize a campaign encouraging others to post reviews, whether positive or negative. Reviews are not endorsed by Company, and do not represent the views of Company or of any affiliate or partner of Company. Company does not assume liability for any review or for any claims, liabilities or losses resulting from any review.

SUBMISSIONS
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Website or the Company Services (“Submissions”) provided by you to Company are non-confidential and Company (as well as any designee of Company) shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

PROHIBITED ACTIVITIES
You may not access or use the Website for any other purpose other than that for which Company makes it available. The Website may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by Company. Prohibited activity includes, but is not limited to: criminal or tortious activity; systematic retrieval of data or other content from the Website to create or compile, directly or indirectly, a collection, compilation, database or directory without written permission from Company; making any unauthorized use of the Company Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses; tricking, defrauding or misleading Company and other users, especially in any attempt to learn sensitive account information such as passwords; engaging in any automated use of the system, such as using any data mining, robots or similar data gathering and extraction tools; interfering with, disrupting, or creating an undue burden on the Website or the networks or services connected to the Website; attempting to impersonate another user or person or using the username of another user; selling or otherwise transferring your profile; using any information obtained from the Website in order to harass, abuse, or harm another person; using the Company Service as part  of any effort to compete with Company or to provide services as a service bureau; deciphering, decompiling, disassembling or reverse engineering any of the software comprising or in any way making up a part of the Website; attempting to bypass any measures of the Website designed to prevent or restrict access to the Website, or any portion of the Website; harassing, annoying, intimidating or threatening any Company employees or agents engaged in providing any portion of the Company Services to you; deleting the copyright or other proprietary rights notice from any Website content; except as may be the result of standard search engine or Internet browser usage, using or launching, developing or distributing any automated system, including, without limitation, any spider, robot (or “bot”), cheat utility, scraper or offline reader that accesses the Website, or using or launching any unauthorized script or other software; or using the Website in a manner inconsistent with any and all applicable laws and regulations. The Company Service shall only be used for lawful purposes and you shall use the Company Service only in compliance with this Agreement and all other applicable U.S., state, local and international laws in your jurisdiction, including: (1) the CAN-SPAM Act; (2) Canada’s Anti-Spam Legislation; (3) any policies and laws related to unsolicited emails, spamming, privacy, obscenity, or defamation, copyright and trademark infringement and child protective email address registry laws; (4) laws relating to advertising, sales or promotional efforts or practices, redemption, refunds and provision of your products or services; (5) laws that govern false, unfair and deceptive practices, coupons, gift cards/certificates, defective products or services, unclaimed property, alcohol or tobacco, health and safety, fire, and hygiene standards; (6) laws that govern lotteries, sweepstakes, contests and promotions; and (7) laws that govern the collection of donations and charitable giving. You further agree to refrain from unethical, false or misleading advertising, promotions or sales efforts  and practices in connection with your use of the Company Service. You may not use the Company Service for any unlawful or discriminatory activities, including acts prohibited by the Federal Trade Commission Act, Fair Credit Reporting Act, Equal Credit Opportunity Act, or other laws that apply to commerce.

INTELLECTUAL PROPERTY RIGHTS
The content on the Website (“Company Content”) and the trademarks, service marks and logos contained therein (“Marks”) are owned by or licensed to Company, and are subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Company Content, includes, without limitation all source code, databases, functionality, software, website designs, audio, video, text, photographs and graphics. All Company graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, common law trademarks or trade dress of Company in the U.S. and/or other countries. Company’s trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of the Company. Company Content on the Website is provided to you “AS IS” for your information and personal use only and may not be used, copied, reproduced, aggregated, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. Provided that you are eligible to use the Website, you are granted a limited license to access and use the Website and the Company Content and to download or print a copy of any portion of the Company Content to which you have properly gained access solely for your personal, non-commercial use. Company reserves all rights not expressly granted to you in and to the Website and Company Content and Marks. While this Agreement remains in effect, and while you remain in full compliance with all terms set forth herein, Company may, in accordance with terms and conditions set by Company from time to time, grant you a non- exclusive, non-transferrable, non-sublicenseable, license to use and display a Company seal of approval in connection with marketing your business. You agree that any use or display of such seal of approval must comply with all standards and guidelines of Company adopted from time to time with respect to the proper use and display of the seal of approval. Company may revoke this license granted to you at any time in its sole discretion for any reason.

THIRD PARTY WEBSITES AND CONTENT
The Website contains (or you may be sent through the Website or the Company Service) links to other websites (“Third Party Websites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software and other content or items belonging to or originating from third parties (the “Third Party Content”). Such Third Party Websites and Third Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Websites accessed through the Website or any Third Party Content posted on, available through or installed from the Website, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Websites or the Third Party Content. Inclusion of, linking to or permitting the use or installation of any Third Party Website or any Third Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Website and access the Third Party Websites or to use or install any Third Party Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Website or relating to any applications you use or install from the Website. Any purchases you make through Third Party Websites will be through other websites and from other companies, and Company takes no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party.

SOFTWARE LICENSE
Subject to other license terms specific for particular applications, Company grants you a personal, non-exclusive, non-transferable, limited license to use software as provided to you by Company as a part of the Company Service and in accordance with this Agreement; provided that you do not (and do not permit anyone else to) copy, modify, rent, loan, distribute, create a derivative work of, reverse engineer, decompile, or otherwise attempt to discover the source code (unless expressly permitted or required by law), sell, lease, sublicense, assign, grant a security interest in or otherwise transfer any right in the software, and you shall not exploit the Company Services in any unauthorized way whatsoever, including, but not limited to, by trespass or burdening network capacity. THE USE OF THE SOFTWARE OR ANY PART OF THE COMPANY SERVICE, EXCEPT FOR USE OF THE COMPANY SERVICE AS PERMITTED IN THIS AGREEMENT, IS STRICTLY PROHIBITED AND INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES, FOR COPYRIGHT INFRINGEMENT.

As part of the Company Services, you may from time to time receive updates to the software from Company which may be automatically downloaded and installed to your device or computer. These updates may include bug fixes, feature enhancements or improvements, or entirely new versions of  the software. You agree that Company may automatically deliver such updates to you as part of the Company Services and you shall receive and install them as required. Open source software is important to us. Some software used in the Company Services may be offered under an open source license. There may be provisions in an open source license that expressly overrides some of these terms.

SITE MANAGEMENT

Company reserves the right but does not have the obligation to: monitor the Website for violations of this Agreement; take appropriate legal action against anyone who, in Company’s sole discretion, violates this Agreement, including without limitation, reporting such user to law enforcement authorities; in Company’s sole discretion and without limitation, refuse, restrict access to or availability of, or disable (to the extent technologically feasible) any user’s contribution or any portion thereof that may violate this Agreement or any Company policy; in Company’s sole discretion and without limitation, notice or liability to remove from the Website or otherwise disable all files and content that are excessive in size or are in any way burdensome to Company’s systems; otherwise manage the Website in a manner designed to protect the rights and property of Company and others and to facilitate the proper functioning of the Website.

PRIVACY
We care about the privacy of our users. Please review the Company Privacy Policy. By using the Website or Company Services, you are consenting to have your personal data transferred to and processed in the United States. By using the Website or the Company Services, you are consenting to the terms of our Privacy Policy.

TERM AND TERMINATION
This Agreement shall remain in full force and effect while you use the Website or are otherwise a user or member of the Website, as applicable. You may terminate your use or participation at any time, for any reason, by following the instructions for terminating user accounts in your account settings, if available, or by contacting us using the contact information below.
WITHOUT LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, COMPANY RESERVES THE RIGHT TO, IN COMPANY’S SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE WEBSITE AND THE COMPANY SERVICES, TO ANY PERSON FOR ANY REASON OR FOR NO REASON AT ALL, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN THIS AGREEMENT, OR OF ANY APPLICABLE LAW OR REGULATION, AND COMPANY MAY TERMINATE YOUR USE OR PARTICIPATION IN THE WEBSITE AND THE COMPANY SERVICES, DELETE YOUR PROFILE AND ANY CONTENT OR INFORMATION THAT YOU HAVE POSTED AT ANY TIME, WITHOUT WARNING, IN COMPANY’S SOLE DISCRETION. In order to protect the integrity of the Website and Company Services, Company reserves the right at any time in its sole discretion to block certain IP addresses from accessing the Website and Company Services. Any provisions of this Agreement that, in order to fulfill the purposes of such provisions, need to survive the termination or expiration of this Agreement, shall be deemed to survive for as long as necessary to fulfill such purposes.
YOU UNDERSTAND THAT CERTAIN STATES ALLOW YOU TO CANCEL THIS AGREEMENT, WITHOUT ANY PENALTY OR OBLIGATION, AT ANY TIME PRIOR TO MIDNIGHT OF COMPANY’S THIRD BUSINESS DAY FOLLOWING THE DATE OF THIS AGREEMENT, EXCLUDING SUNDAYS AND HOLIDAYS. TO CANCEL, CALL A COMPANY CUSTOMER CARE REPRESENTATIVE DURING NORMAL BUSINESS HOURS USING THE CONTACT INFORMATION LISTING BELOW IN THIS AGREEMENT OR BY ACCESSING YOUR ACCOUNT SETTINGS. THIS SECTION APPLIES ONLY TO INDIVIDUALS RESIDING IN STATES WITH SUCH LAWS.
If Company terminates or suspends your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, Company reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

MODIFICATIONS
To Agreement Company may modify this Agreement from time to time. Any and all changes to this Agreement will be posted on the Website and revisions will be indicated by date. You agree to be bound to any changes to this Agreement when you use the Company Services after any such modification becomes effective. Company may also, in its discretion, choose to alert all users with whom it maintains email information of such modifications by means of an email to their most recently provided email address. It is therefore important that you regularly review this Agreement and keep your contact information current in your account settings to ensure you are informed of changes. You agree that you will periodically check the Website for updates to this Agreement and you will read the messages we send you to inform you of any changes. Modifications to this Agreement shall be effective after posting.

To Services

Company reserves the right at any time to modify or discontinue, temporarily or permanently, the Company Services (or any part thereof) with or without notice. You agree that Company shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Company Services.

DISPUTES
Between Users
If there is a dispute between users of the Website, or between users and any third party, you understand and agree that Company is under no obligation to become involved. In the event that you have a dispute with one or more other users, you hereby release Company, its officers, employees, agents and successors in rights from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and/or the Company Services.

With Company
All questions of law, rights, and remedies regarding any act, event or occurrence undertaken pursuant or relating to this Website or the Company Services shall be governed and construed by the law of Texas, excluding such state’s conflicts of law rules. Any legal action of whatever nature by or against Company arising out of or related in any respect to this Website and the Company Services shall be brought solely in either the applicable federal or state courts located in or with jurisdiction over Parker County, State of Texas; subject, however, to the right of Company, at the Company’s sole discretion, to bring an action to seek injunctive relief to enforce this Agreement or to stop or prevent an infringement of proprietary or other third party rights (or any similar cause of action) in any applicable court in any jurisdiction where jurisdiction exists with regard to a user. You hereby consent to (and waive any challenge or objection to) personal jurisdiction and venue in the above-referenced courts. Application of the United Nations Convention on Contracts for the International Sale of Goods is excluded from this Agreement. Additionally, application of the Uniform Computer Information Transaction Act (UCITA) is excluded from this Agreement. In no event shall any claim, action or proceeding by you related in any way to the Website and/or the Company Service (including your visit to or use of the Website and/or the Company Service) be instituted more than two (2) years after the cause of action arose. You will be liable for any attorneys’ fees and costs if we have to take any legal action to enforce this Agreement.

CORRECTIONS
Occasionally there may be information on the Website that contains typographical errors, inaccuracies or omissions that may relate to service descriptions, pricing, availability, and various other information. Company reserves the right to correct any errors, inaccuracies or omissions and to change or update the information at any time, without prior notice.

DISCLAIMERS
Company cannot control the nature of all of the content available on the Website. By operating the Website, Company does not represent or imply that Company endorses any blogs, contributions or other content available on or linked to by the Website, including without limitation content hosted on third party websites or provided by third party applications, or that Company believes contributions, blogs or other content to be accurate, useful or non-harmful. We do not control and are not responsible for unlawful or otherwise objectionable content you may encounter on the Website or in connection with any contributions. The Company is not responsible for the conduct, whether online or offline, of any user of the Website or Company Services.
YOU AGREE THAT YOUR USE OF THE WEBSITE AND COMPANY SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND THE COMPANY SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE WEBSITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THIS WEBSITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE, (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE OR COMPANY SERVICES, (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE BY ANY THIRD PARTY, AND/OR (F) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE. COMPANY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE WEBSITE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND COMPANY WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE COMPANY SERVICE AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE COMPANY SERVICE. YOU UNDERSTAND THAT COMPANY DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE COMPANY SERVICE AND COMPANY IS NOT RESPONSIBLE FOR THE ACTION OF USERS OF THE COMPANY SERVICE.

LIMITATIONS OF LIABILITY
IN NO EVENT SHALL COMPANY OR ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA OR OTHER DAMAGES ARISING FROM YOUR USE OF THE WEBSITE OR COMPANY SERVICES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, COMPANY’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO COMPANY FOR THE COMPANY SERVICES DURING THE PERIOD OF 3 MONTHS PRIOR TO ANY CAUSE OF ACTION ARISING. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

INDEMNITY
You agree to defend, indemnify and hold Company, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from and against, any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of your contributed content, use of the Company Services, your Provider Services, your dealing with consumers, violations of laws or regulations, and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above. Company will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

NOTICES
Except as explicitly stated otherwise, any notices given to Company shall be given by email to the address listed in the contact information below. Any notices given to you shall be given to the email address you provided during the registration process, or such other address as each party may specify. Notice shall be deemed to be given 24 hours after the email is sent, unless the sending party is notified that the email address is invalid. We may also choose to send notices by regular mail.

USER DATA
Our Website will maintain certain data that you transfer to the Website for the purpose of the performance of the Company Services, as well as data relating to your use of the Company Services. Although we perform regular routine backups of data, you are primarily responsible for all data that you have transferred or that relates to any activity you have undertaken using the Company Services. You agree that Company shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against Company arising from any such loss or corruption of such data.

ELECTRONIC CONTRACTING
Your use of the Company Service includes the ability to enter into agreements and/or to make transactions electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR SUCH AGREEMENTS AND TRANSACTIONS. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO RELATING TO THE COMPANY SERVICE, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS. In order to access and retain your electronic records, you may be required to have certain hardware and software, which are your sole responsibility.

GOVERNMENT USERS
If you are a U.S. government entity, you acknowledge that any software and documentation are provided as “Commercial Items” as defined at 48 C.F.R. 2.101, and are being licensed to U.S. government end users as commercial computer software subject to the restricted rights described in 48 C.F.R. 2.101 and 12.212.

MISCELLANEOUS
This Agreement constitutes the entire agreement between you and Company regarding the use of the Company Services. The failure of Company to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement operates to the fullest extent permissible by law. This Agreement and your account may not be assigned by you without our express written consent. Company may assign any or all of its rights and obligations to others at any time. Company shall not be responsible or liable for any loss, damage, delay or failure to act caused by any cause beyond Company’s reasonable control. If any provision or part of a provision of this Agreement is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions. Upon Company’s request, you will furnish Company any documentation, substantiation or releases necessary to verify your compliance with this Agreement. You agree that this Agreement will not be construed against Company by virtue of having drafted it. You hereby waive any and all defenses you may have based on the electronic form of this Agreement and the lack of signing by the parties hereto to execute this Agreement.

CONTACT US
In order to resolve a complaint regarding the Company Services or to receive further information regarding use of the Company Services, please contact Company as set forth below or, if any complaint with us is not satisfactorily resolved, and you are a California resident, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in writing at 400 “R” Street, Sacramento, California 95814 or by telephone at 1-916-445-1254.