TERMS OF USE AGREEMENT

IMPORTANT. PLEASE READ. THIS IS AN AGREEMENT BETWEEN YOU AND EQUATIVE, INC. ("EQUATIVE") GOVERNING THE ACCESS AND USE OF EQUATIVE'S TIMELEDGER SERVICE (THE "SERVICE"). BY SIGNING THIS TERMS OF USE AGREEMENT (THE "AGREEMENT"), YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS. IF YOU ARE EXECUTING THIS AGREEMENT ON BEHALF OF A BUSINESS ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THE TERMS OF THIS AGREEMENT. THE TERM "YOU" REFERS TO THE INDIVIDUAL OR ENTITY, AS APPLICABLE, THAT REGISTERS FOR OR USES THE SERVICE. Equative will provide you with access to and use of the Service, including a browser access and data encryption, transmission, access and storage in accordance with the terms and conditions of this Agreement. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by all of the terms and conditions of this Agreement. You will pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. You must provide Equative with valid credit card or purchase order information as a condition to registering for the Service. You must also report and pay any applicable taxes to the appropriate governmental agency. Purchase orders may be subject to credit approval by Equative. Equative will automatically bill your credit card or issue an invoice to you as follows: (a) every month for monthly subscriptions, (b) every quarter for quarterly subscriptions, or (c) upon the commencement of the annual term and then at each subsequent anniversary of that initial term for continuous annual subscriptions. The renewal charge shall be equal to the current number of licenses times the original user fee, unless Equative otherwise notifies you in advance. You will have 30 days after the date that any renewal fee is posted to notify Equative that you wish to cancel your subscription, effective upon Equative's receipt of such notification. All invoices shall be due and payable within 30 days after the invoice date. If timely payment is not received or cannot be charged to your credit card for any reason, Equative reserves the right to either suspend or terminate your access to the Service and account and terminate this Agreement without any liability or any further obligation to you. If Equative receives a cancellation notice from you, you will be obligated to pay balance due on your account at the time of Equative's receipt of such notice, or if later, the effective date of termination. You agree that Equative may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees. Equative grants to you a personal, non-exclusive, non-transferable, non-sublicensable license to access the Service and to use and display the audio and visual information, documents, products and software contained in or made available through the Service (the "Content") solely for your own internal business purposes and subject to your compliance with all of the terms and conditions of this Agreement. All rights not expressly granted to you are expressly reserved by Equative. You are permitted to store, manipulate, analyze, reformat, print, and display the Content only for your personal use. Unauthorized use of the Service, or the resale of the Service, is expressly prohibited. You shall not copy, modify, publish, broadcast, transmit, rent, license, sell, transfer, make available or distribute the Content to, or for the benefit of, any third party. You also shall not create Internet "link" to the Service or "frame" or "mirror" any of the Content. You shall not use any Content provided by Equative or its affiliates in or in conjunction with any business or commercial enterprise, except as expressly permitted by this Agreement. In your use of the Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of third-party advertisers or sponsors of goods and/or services. Any such activity, and any terms, conditions, warranties or representations associated with such activity are solely between you and such third-parties. You agree that Equative shall have no liability, obligation or responsibility for any loss or damage of any sort incurred as a result of any such dealings or as a result of your interaction with such advertisers or sponsors through the Service. Links to other Internet Web sites may be accessible through the use of the Service. Equative does not endorse any sites on the Internet that are linked through the Service. Equative is providing these links to you only as a matter of convenience, and in no event shall Equative be responsible for any content, advertising, products, services or other materials on or available from such sites. A user account is required to access the Service and may be accessed and used only by those authorized individuals who are registered with Equative. To obtain a user account, you must complete the registration process by providing Equative with current, complete and accurate information as prompted by the registration form. In registering for the Service, you agree to submit accurate, current and complete information and to promptly update such information. Should Equative suspect that such information is untrue, inaccurate, not current or incomplete, Equative has the right to suspend or terminate your account and access to the Service. You will choose a personal, non-transferable password. User accounts cannot be "shared" or used by more than one individual. User licenses can be transferred to a new user only if a previous user becomes inactive and is unable to access the Service. You are also solely responsible for any and all activities that occur under your account and for ensuring that you exit or log-off from your account at the end of each session of use. You shall notify Equative immediately of any unauthorized use of your password or account or any other breach of security that you suspect or become aware of. You shall also use your best efforts to immediately stop any copying or distribution of Content that you suspect or become aware of. Equative shall not be responsible for any unauthorized access to, or alteration of, your transmissions or data, any material, information or data sent or received by you, regardless of whether the data is actually received by Equative, or any transactions entered into by you through the Service or your failure to abide by this Agreement. Equative does not own any data, information or material that you submit to the Service ("Data"), unless we specifically tell you otherwise before you submit it. Equative will not monitor, edit, or disclose any information regarding you or your account, including any Data, without your prior permission except in accordance with this Agreement. Equative may provide certain statistical information, such as usage or user traffic patterns in aggregate form, to third parties, but such information will not include information that could be used to identify specific persons or entities. Your Internet protocol address is not transmitted with messages sent from your Equative account. Equative may access your account, including your Data, to respond to service or technical problems or as stated in this Agreement. You, not Equative, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and right to the use of all Data and Equative shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to transmit or store any Data. Equative reserves the right to establish or modify general practices and limits concerning use of the Service, including without limitation the maximum number of days that Content will be retained by the Service and the maximum storage space that will be allotted on Equative's servers on your behalf. If there are any changes in any such limitations, you will be notified by email at least 30 days in advance. You agree to abide by all applicable local, state, national and foreign laws, treatises and regulations in connection with your use of the Service. In addition, without limitation, you agree not to use the Service to: (a) send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (b) harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (c) transmit through or post on the Service unlawful, harassing, libelous, abusive, tortuous, defamatory, threatening, harmful, invasive of another's privacy, vulgar, obscene or otherwise objectionable material of any kind or nature or which is harmful to minors in any way; (d) transmit any material that may infringe any intellectual property rights or other rights of third parties, including trademark, copyright or right of publicity; (e) transmit any material that contains software viruses or other harmful or deleterious computer code, files or programs such as Trojan horses, worms, time bombs, cancel bots; (f) interfere with or disrupt servers or networks connected to the Service or violate the regulations, policies or procedures of such networks; (g) attempt to gain unauthorized access to the Service, other accounts, computer systems or networks connected to the Service, through password mining or any other means; (h) harass or interfere with another user's use and enjoyment of the Service or (i) engage in any high risk activities, including without limitation, use of the Service in conjunction with the operation of nuclear facilities, aircraft navigation or communications systems, air traffic control, life support machines, weapons systems, or any other environment requiring fail-safe performance in which the failure of such product could lead to death, personal injury, or severe physical or environmental damage. Equative, in its sole discretion and without notice of liability to you, may terminate your password, account and use of the Service and remove and discard any of your Data within the Service if you fail to comply with any provision of this Agreement. You may terminate your account upon 30 days prior written notice to Equative. Upon your written request submitted to Equative concurrent with your termination notice, Equative will provide you with a file of your Data stored under your account. In addition, Equative may terminate a free account if you do not first log-on within 30 days after registration or 90 days since your last log-on. Upon termination of an account, your right to use such account and the Service immediately ceases and you agree to stop all use of the Service and either return to Equative or destroy all copies or portions (in any form) of all Content provided on or through use of the Service. Equative shall have no obligation to maintain any Data stored in your account or to forward any Data to you or any third party. Termination of this Agreement will not relieve you of any liabilities or obligations accrued on or before the date of such termination, or limit any other remedies available to Equative arising out of any breach of this Agreement.
You agree to use third party software including, but not limited to, "browser" software that supports a data security protocol compatible with the protocol used by Equative and to follow Equative's log-on procedures for the Service that support such protocols. You acknowledge that Equative is not responsible for notifying you of any upgrades, fixes or enhancements to any such software or for any compromise of data transmitted across computer networks or telecommunications facilities, including, but not limited to, the Internet. You acknowledge that it is possible that electronic communications transmitted through the Service may be accessed by unauthorized third parties when communicated between you and Equative using the Internet, other network communications facilities, telephone or any other electronic means. Cookies are files that your web browser places on your computer's hard drive and are used to tell Equative whether you have visited the Service previously. Equative uses a persistent cookie to help save and retrieve usernames used on the Service. Equative issues a session cookie only to record encrypted authentication information for the duration of a specific session. The session cookie does not include username or password information. Except for the licenses granted herein, you have no right, title or interest in or to the Service or any Content and Equative retains all proprietary right, title and interest, including copyright and all other intellectual property rights, in and to the Service and Content, including, without limitation, stories, articles, text, images, and other multimedia data, and the business process, procedures, methods and techniques embodied in the Service. The names of other companies and products mentioned herein may be the trademarks of their respective owners. "Equative" and the Equative logo and other Equative trademarks, service marks, logos and product and service names are trademarks of Equative (the "Equative Marks"). You agree not to display or use any of the Equative Marks in any manner without Equative's prior written permission. You shall defend, indemnify and hold Equative (and its parents, subsidiaries, affiliates, officers, directors, shareholders, employees, attorneys, and agents) harmless from and against any and all claims, demands, actions, proceedings, costs, damages, losses, liabilities, and expenses arising out of or in connection with your use of the Service (including the Content), violation of any law or third party rights, or breach of this Agreement. EQUATIVE MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, CORRECTNESS, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. EQUATIVE DOES NOT REPRESENT OR WARRANT THAT: (I) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (II) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (III) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (V) ERRORS OR DEFECTS WILL BE CORRECTED, (VI) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" AND "AS AVAILABLE" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, IS HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY EQUATIVE. IN NO EVENT SHALL EQUATIVE'S AGGREGATE LIABILITY EXCEED THE AMOUNT ACTUALLY PAID BY YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE APPLICABLE CLAIM. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EQUATIVE WILL NOT BE LIABLE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR (I) ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOSS OR CORRUPTION OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, THIS SERVICE, INCLUDING BUT NOT LIMITED TO YOUR USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, EVEN IF EQUATIVE HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR (II) THE COST OF PROCURING SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the exclusions set forth above may not apply to you. Equative controls and operates this Service from its location in the United States of America and is subject to the United States Export Administration Laws and Regulations. Equative makes no representation that the Service is appropriate or available for use in other locations. If you use the Service from outside the United States of America, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be acquired for, shipped, transferred, or re-exported, directly or indirectly, to proscribed or embargoed countries or their nationals, nor is or will be used for nuclear activities, chemical biological weapons, or missile projects, unless specifically authorized by the United States Government for such purposes. You shall comply strictly with all United States export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. Equative alone will own all right, title and interest, including all related intellectual property rights, to any suggestions, ideas, feedback, recommendations, or other information provided by you relating to the Service ("Submissions") and you agree to assign such Submissions to Equative free of charge. Equative may use such Submissions as it deems appropriate in its sole discretion. Equative may reference your business relationship with Equative and TimeLedger in marketing materials used by Equative. Equative may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in Equative's account information, or by written communication sent by registered first class mail to your address on record in Equative's account information. You may give notice to Equative (such notice shall be deemed given when received by Equative) at any time by any of the following: electronic mail to support@timeledger.com; letter sent by confirmed facsimile to Equative at the following fax number: (949) 480-1716; letter delivered by nationally recognized overnight delivery service or registered first class mail, postage prepaid, to Equative at the following address: Equative, Inc. 4108 City Lights Drive, Aliso Viejo, CA 92656. Notice shall be deemed given (i) twenty-four (24) hours after each respective email or facsimile is sent, or earlier if actually received earlier by the recipient, unless the sending party is notified by email or fax that the email address is invalid or the transmission was not successful, (ii) three (3) days after deposit in the U.S. mail or (iii) one (1) day after deposit with an overnight delivery service. Equative reserves the right to change the terms and conditions of this Agreement or its policies relating to the Service at any time and shall notify you by posting an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes. Any action brought as a result of this agreement or by either party as a result of the use of any product by Equative, Inc. shall be brought only as binding arbitration according to the commercial rules of the American Arbitration Association. Each party to any such arbitration shall bear their own attorney's fees and costs regardless of the outcome of the action. If any action is commenced in connection with the enforcement of this Agreement each party shall bear their own attorney fees and costs regardless of the outcome of the action. Headings in this Agreement are for reference purposes only and shall not affect the interpretation or meaning of this Agreement. This Agreement will be governed by California law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction. The sole jurisdiction and venue for all disputes, actions, claims, or causes of action related to this Agreement or in connection with the Service shall be the California state and federal courts located in the County of Orange, California. No text or information set forth on any other purchase order, preprinted form or document shall add to or vary the terms and conditions of this Agreement. The English language version of this Agreement shall control. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and Equative as a result of this agreement or use of the Service. Equative may assign or otherwise transfer this Agreement, in whole or in part, in its sole discretion, upon notice to you. You may not assign or otherwise transfer this Agreement, in whole or in part, without Equative's prior written consent and any attempt to do so will be null and void. The failure of Equative to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Equative in writing. This Agreement comprises the entire agreement between you and Equative and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. Notwithstanding any provision contained in this Agreement, Equative shall not be liable to the extent performance if any terms or provisions of this Agreement is delayed or prevented by revolution or other civil disorders; wars; acts of enemies; strikes; lack of available resources from persons other than parties to this Agreement; labor disputes; electrical equipment or availability failure; fires; floods; acts of God; or federal, state or municipal action, statute, ordinance or regulation.