Terms of Use

Integrated Marketing Pro

Effective January 1, 2024

You agree that by accessing the Sites, you have read, understood, and agree to be bound by all of these Terms of Use and Privacy Policy (the “Terms”). If you do not agree with all of these Terms, then you are expressly prohibited from using the Sites and you must discontinue use immediately. AGREEMENT TO TERMS 2022 You agree that by accessing the Sites, you have read, understood, and agree to be bound by all of these Terms of Use and Privacy Policy (the “Terms”). If you do not agree with all of these Terms, then you are expressly prohibited from using the Sites and you must discontinue use immediately.

AGREEMENT TO TERMS

These Terms of Use constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and Integrated Marketing Pro (“we,” “us” or “our”), concerning your access to and use of the Integrated Marketing Pro mobile application, websites, or services, as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Sites”).

Supplemental terms of use or documents that may be posted on the Sites from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms at any time and for any reason.

We will alert you about any changes by updating the “Last updated” date of these Terms of Use, and you waive any right to receive specific notice of each such change. Therefore, it is your responsibility to periodically review these Terms to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the Sites after the date such revised Terms of Use are posted.

The information provided on the Sites 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 us to any registration requirement within such jurisdiction or country.

Accordingly, those persons who choose to access the Sites 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.

The Sites are intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to register for the Sites.

INTELLECTUAL PROPERTY RIGHTS

Unless otherwise indicated, the Sites are our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Sites (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, foreign jurisdictions, and international conventions.

The Content and the Marks are provided on the Sites “AS IS” for your information and personal use only. Except as expressly provided in these Terms of Use, no part of the Sites and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

Provided that you are eligible to use the Sites, you are granted a limited license to access and use the Sites and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Sites, the Content and the Marks.

USER REPRESENTATIONS

By using the Sites, you represent and warrant that:

(1) all registration information you submit will be true, accurate, current, and complete;

(2) you will maintain the accuracy of such information and promptly update such registration information as necessary;

(3) you have the legal capacity and you agree to comply with these Terms of Use;

(5) you are not a minor in the jurisdiction in which you reside;

(6) you will not access the Sites through automated or non-human means, whether through a bot, script, or otherwise;

(7) you will not use the Sites for any illegal or unauthorized purpose;

(8) your use of the Sites will not violate any applicable law or regulation. If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Sites (or any portion thereof).

USER REGISTRATION

You may be required to register with the Sites. If so, You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable. You may be required to pay a fee to access the Sites or purchase items within the Sites. All sales are final and we do not issue any refunds.

PROHIBITED ACTIVITIES

You may not access or use the Sites for any purpose other than that for which we make the Sites available. The Sites may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

As a user of the Sites, you agree not to:

1. Systematically retrieve data or other content from the Sites to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us;

2. Make any unauthorized use of the Sites, 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;

3. Use a buying agent or purchasing agent to make purchases on the Sites;

4. Use the Sites to advertise or offer to sell goods and services;

5. Circumvent, disable, or otherwise interfere with security-related features of the Sites, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Sites and/or the Content contained therein;

6. Engage in unauthorized framing of or linking to the Sites;

7. Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords;

8. Make improper use of our support services or submit false reports of abuse or misconduct;

9. Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools;

10. Interfere with, disrupt, or create an undue burden on the Sites or the networks or services connected to the Sites;

11. Attempt to impersonate another user or person or use the username of another user;

12. Sell or otherwise transfer your profile;

13. Use any information obtained from the Sites in order to harass, abuse, or harm another person;

14. Use the Sites as part of any effort to compete with us or otherwise use the Sites and/or the Content for any revenue-generating endeavor or commercial enterprise;

15. Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Sites;

16. Attempt to bypass any measures of the Sites designed to prevent or restrict access to the Sites, or any portion of the Sites;

17. Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Sites to you;

18. Delete the copyright or other proprietary rights notice from any Content;

19. Copy or adapt the Sites’ software, including but not limited to Flash, PHP, HTML, JavaScript, or other code;

20. Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Sites or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Sites;

21. Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”);

22. Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Sites, or using or launching any unauthorized script or other software;

23. Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Sites; or

24. Use the Sites in a manner inconsistent with any applicable laws or regulations.

USER GENERATED CONTRIBUTIONS

The Sites may invite you to chat, contribute to, or participate in blogs, message boards,

online forums, and other functionality, and may provide you with the opportunity to

create, submit, post, display, transmit, perform, publish, distribute, or broadcast content

and materials to us or on the Sites, including but not limited to text, writings, video,

audio, photographs, graphics, comments, suggestions, or personal information or other

material (collectively, "Contributions").

Contributions may be viewable by other users of the Sites and through third-party

websites. As such, any Contributions you transmit may be treated as non-confidential

and non-proprietary. When you create or make available any Contributions, you thereby

represent and warrant that:

1. the creation, distribution, transmission, public display, or performance,

and the accessing, downloading, or copying of your Contributions do not

and will not infringe the proprietary rights, including but not limited to the

party;

2. you are the creator and owner of or have the necessary licenses, rights,

consents, releases, and permissions to use and to authorize us, the

Sites, and other users of the Sites to use your Contributions in any

manner contemplated by the Sites and these Terms of Use;

3. you have the written consent, release, and/or permission of each and

every identifiable individual person in your Contributions to use the

name or likeness of each and every such identifiable individual person

to enable inclusion and use of your Contributions in any manner

contemplated by the Sites and these Terms of Use;

4. your Contributions are not false, inaccurate, or misleading;

5. your Contributions are not unsolicited or unauthorized advertising,

promotional materials, pyramid schemes, chain letters, spam, mass

mailings, or other forms of solicitation;

6. your Contributions are not obscene, lewd, lascivious, filthy, violent,

harassing, libelous, slanderous, or otherwise objectionable (as

determined by us);

7. your Contributions do not ridicule, mock, disparage, intimidate, or abuse

anyone;

8. your Contributions do not advocate the violent overthrow of any

government or incite, encourage, or threaten physical harm against

another;

9. your Contributions do not violate any applicable law, regulation, or rule;

10. your Contributions do not violate the privacy or publicity rights of

any third party;

11. your Contributions do not contain any material that solicits

personal information from anyone under the age of 18 or exploits people

under the age of 18 in a sexual or violent manner;

12. your Contributions do not violate any federal or state law

concerning child pornography, or otherwise intended to protect the

health or well-being of minors;

13. your Contributions do not include any offensive comments that

are connected to race, national origin, gender, sexual preference, or

physical handicap; and

14. your Contributions do not otherwise violate, or link to material that

violates, any provision of these Terms of Use, or any applicable law or

regulation.

Any use of the Sites in violation of the foregoing violates these Terms of Use and may

result in, among other things, termination or suspension of your rights to use the Sites.

CONTRIBUTION LICENSE

By posting your Contributions to any part of the Sites or making Contributions

accessible to the Sites by linking your account from the Sites to any of your social

networking accounts, you automatically grant, and you represent and warrant that you

have the right to grant, to us an unrestricted, 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, and to prepare derivative

works of, or incorporate into other works, such Contributions, and grant and authorize

sublicenses of the foregoing. The use and distribution may occur in any media formats

and through any media channels.

This 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, logos, and personal

and commercial images you provide. You waive all moral rights in your Contributions,

and you warrant that moral rights have not otherwise been asserted in your

Contributions.

We do not assert any ownership over your Contributions. You retain full ownership of all

of your Contributions and any intellectual property rights or other proprietary rights

associated with your Contributions. We are not liable for any statements or

representations in your Contributions provided by you in any area on the Sites.

You are solely responsible for your Contributions to the Sites and you expressly agree

to exonerate us from any and all responsibility and to refrain from any legal action

against us regarding your Contributions.

We have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise

change any Contributions; (2) to re-categorize any Contributions to place them in more

appropriate locations on the Sites; and (3) to pre-screen or delete any Contributions at

any time and for any reason, without notice. We have no obligation to monitor your

Contributions.

GUIDELINES FOR REVIEWS

We may provide you areas on the Sites to leave reviews or ratings. When posting a

review, you must comply with the following criteria:

(1) you should have firsthand experience with the person/entity being reviewed;

(2) your reviews should not contain offensive profanity, or abusive, racist, offensive, or

hate language;

(3) your reviews should not contain discriminatory references based on religion, race,

gender, national origin, age, marital status, sexual orientation, or disability;

(4) your reviews should not contain references to illegal activity;

(5) you should not be affiliated with competitors if posting negative reviews;

(6) you should not make any conclusions as to the legality of conduct;

(7) you may not post any false or misleading statements;

(8) you may not organize a campaign encouraging others to post reviews, whether

positive or negative.

We may accept, reject, or remove reviews in our sole discretion. We have absolutely no

obligation to screen reviews or to delete reviews, even if anyone considers reviews

objectionable or inaccurate. Reviews are not endorsed by us, and do not necessarily

represent our opinions or the views of any of our affiliates or partners.

We do not assume liability for any review or for any claims, liabilities, or losses resulting

from any review. By posting a review, you hereby grant to us a perpetual, non-

exclusive, worldwide, royalty-free, fully-paid, assignable, and sublicensable right and

license to reproduce, modify, translate, transmit by any means, display, perform, and/or

distribute all content relating to reviews.

MOBILE APPLICATION LICENSE

Use License

If you access the Sites via a mobile application, then we grant you a revocable, non-

exclusive, non-transferable, limited right to install and use the mobile application on

wireless electronic devices owned or controlled by you, and to access and use the

mobile application on such devices strictly in accordance with the terms of use of this

mobile application license contained in these Terms of Use.

You shall not:

(1) decompile, reverse engineer, disassemble, attempt to derive the source code of, or

decrypt the application;

(2) make any modification, adaptation, improvement, enhancement, translation, or

derivative work from the application;

(3) violate any applicable laws, rules, or regulations in connection with your access or

use of the application;

(4) remove, alter, or obscure any proprietary notice (including any notice of copyright or

trademark) posted by us or the licensors of the application;

(5) use the application for any revenue generating endeavor, commercial enterprise, or

other purpose for which it is not designed or intended;

(6) make the application available over a network or other environment permitting

access or use by multiple devices or users at the same time;

(7) use the application for creating a product, service, or software that is, directly or

indirectly, competitive with or in any way a substitute for the application;

(8) use the application to send automated queries to any website or to send any

unsolicited commercial e-mail; or

(9) use any proprietary information or any of our interfaces or our other intellectual

property in the design, development, manufacture, licensing, or distribution of any

applications, accessories, or devices for use with the application.

Apple and Android Devices

The following terms apply when you use a mobile application obtained from either the

Apple Store or Google Play (each an “App Distributor”) to access the Sites:

(1) the license granted to you for our mobile application is limited to a non-transferable

license to use the application on a device that utilizes the Apple iOS or Android

operating systems, as applicable, and in accordance with the usage rules set forth in

the applicable App Distributor’s terms of service;

(2) we are responsible for providing any maintenance and support services with respect

to the mobile application as specified in the terms of use of this mobile application

license contained in these Terms of Use or as otherwise required under applicable law,

and you acknowledge that each App Distributor has no obligation whatsoever to furnish

any maintenance and support services with respect to the mobile application;

(3) in the event of any failure of the mobile application to conform to any applicable

warranty, you may notify the applicable App Distributor, and the App Distributor, in

accordance with its terms and policies, may refund the purchase price, if any, paid for

the mobile application, and to the maximum extent permitted by applicable law, the App

Distributor will have no other warranty obligation whatsoever with respect to the mobile

application;

(4) you represent and warrant that (i) you are not located in a country that is subject to a

U.S. government embargo, or that has been designated by the U.S. government as a

“terrorist supporting” country and (ii) you are not listed on any U.S. government list of

prohibited or restricted parties;

(5) you must comply with applicable third-party terms of agreement when using the

mobile application, e.g., if you have a VoIP application, then you must not be in violation

of their wireless data service agreement when using the mobile application;

6) you acknowledge and agree that the App Distributors are third-party beneficiaries of

the terms of use in this mobile application license contained in these Terms of Use, and

that each App Distributor will have the right (and will be deemed to have accepted the

right) to enforce the terms of use in this mobile application license contained in these

SOCIAL MEDIA

As part of the functionality of the Sites, you may link your account with online accounts

you have with third-party service providers (each such account, a “Third-Party Account”)

by either: (1) providing your Third-Party Account login information through the Sites; or (

2) allowing us to access your Third-Party Account, as is permitted under the applicable terms

of use that govern your use of each Third-Party Account.

You represent and warrant that you are entitled to disclose your Third-Party Account

breach by you of any of the terms of use that govern your use of the applicable Third-

Party Account, and without obligating us to pay any fees or making us subject to any

usage limitations imposed by the third-party service provider of the Third-Party Account.

By granting us access to any Third-Party Accounts, you understand that (1) we may

access, make available, and store (if applicable) any content that you have provided to

and stored in your Third-Party Account (the “Social Network Content”) so that it is

available on and through the Sites via your account, including without limitation any

friend lists and (2) we may submit to and receive from your Third-Party Account

additional information to the extent you are notified when you link your account with the

Third-Party Account.

Depending on the Third-Party Accounts you choose and subject to the privacy settings

that you have set in such Third-Party Accounts, personally identifiable information that

you post to your Third-Party Accounts may be available on and through your account on

the Sites.

Please note that if a Third-Party Account or associated service becomes unavailable or

our access to such Third-Party Account is terminated by the third-party service provider,

the Social Network Content may no longer be available on and through the Sites. You

will have the ability to disable the connection between your account on the Sites and

your Third-Party Accounts at any time.

PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE

PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED

SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE

PROVIDERS.

We make no effort to review any Social Network Content for any purpose, including but

not limited to, for accuracy, legality, or non-infringement, and we are not responsible for

any Social Network Content.

You acknowledge and agree that we may access your email address book associated

with a Third-Party Account and your contacts list stored on your mobile device or tablet

computer solely for purposes of identifying and informing you of those contacts who

have also registered to use the Sites.

You can deactivate the connection between the Sites and your Third-Party Account by

contacting us using the contact information below or through your account settings (if

applicable). We will attempt to delete any information stored on our servers that was

obtained through such Third-Party Account, except the username and profile picture that

become associated with your account.

SUBMISSIONS

You acknowledge and agree that any questions, comments, suggestions, ideas,

feedback, or other information regarding the Sites ("Submissions") provided by you to

us are non-confidential and shall become our sole property. We shall own exclusive

rights, including all intellectual property rights, and shall be entitled to the unrestricted

use and dissemination of these Submissions for any lawful purpose, commercial or

otherwise, without acknowledgement or compensation to you.

You hereby waive all moral rights to any such Submissions, and you hereby warrant

that any such Submissions are original with you or that you have the right to submit

such Submissions. You agree there shall be no recourse against us for any alleged or

actual infringement or misappropriation of any proprietary right in your Submissions.

THIRD-PARTY WEBSITES AND CONTENT

The Sites may contain (or you may be sent via the Sites) 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 ("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 Sites or any Third-Party

Content posted on, available through, or installed from the Sites, 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 Websites

or any Third-Party Content does not imply approval or endorsement thereof by us. If you

decide to leave the Sites 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 these Terms

of Use 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 Sites or relating to

any applications you use or install from the Sites. Any purchases you make through

Third-Party Websites will be through other websites and from other companies, and we

take no responsibility whatsoever in relation to such purchases which are exclusively

between you and the applicable third party.

You agree and acknowledge that we do not endorse the products or services offered on

Third-Party Websites and you shall hold us harmless from any harm caused by your

purchase of such products or services. Additionally, you shall hold us harmless from

any losses sustained by you or harm caused to you relating to or resulting in any way

from any Third-Party Content or any contact with Third-Party Websites.

SITE MANAGEMENT

We reserve the right, but not the obligation, to:

(1) monitor the Sites for violations of these Terms of Use;

(2) take appropriate legal action against anyone who, in our sole discretion, violates the

law or these Terms of Use, including without limitation, reporting such user to law

enforcement authorities;

(3) in our sole discretion and without limitation, refuse, restrict access to, limit the

availability of, or disable (to the extent technologically feasible) any of your

Contributions or any portion thereof;

(4) in our sole discretion and without limitation, notice, or liability, to remove from the

Sites or otherwise disable all files and content that are excessive in size or are in any

way burdensome to our systems;

(5) otherwise manage the Sites in a manner designed to protect our rights and property

and to facilitate the proper functioning of the Sites.

We care about data privacy and security. Please review our Privacy Policy [CLICK

HERE]/posted on the Site]. By using the Sites, you agree to be bound by our Privacy

Policy, which is incorporated into these Terms of Use. Please be advised the Sites are

hosted in the United States.

If you access the Sites from the European Union, Asia, or any other region of the world

with laws or other requirements governing personal data collection, use, or disclosure

that differ from applicable laws in the United States, then through your continued use of

the Sites, you are transferring your data to the United States, and you expressly

consent to have your data transferred to and processed in the United States.

Further, we do not knowingly accept, request, or solicit information from children or

knowingly market to children. Therefore, in accordance with the U.S. Children’s Online

Privacy Protection Act, if we receive actual knowledge that anyone under the age of 13

has provided personal information to us without the requisite and verifiable parental

consent, we will delete that information from the Sites as quickly as is reasonably

practical.

We respect the intellectual property rights of others. If you believe that any material

available on or through the Sites infringes upon any copyright you own or control,

please immediately notify us using the contact information provided below (a

“Notification”). A copy of your Notification will be sent to the person who posted or

stored the material addressed in the Notification.

Please be advised that pursuant to federal law, you may be held liable for damages if

you make material misrepresentations in a Notification. Thus, if you are not sure that

material located on or linked to by the Sites infringes your copyright, you should

consider first contacting an attorney.

TERM AND TERMINATION

These Terms of Use shall remain in full force and effect while you use the Sites.

WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE

RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR

LIABILITY, DENY ACCESS TO AND USE OF THE SITES (INCLUDING BLOCKING

CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO

REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY

REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS

OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE

YOUR USE OR PARTICIPATION IN THE SITES OR DELETE YOUR ACCOUNT AND

ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT

WARNING, IN OUR SOLE DISCRETION.

If we terminate or suspend 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, we reserve the right to take

appropriate legal action, including without limitation pursuing civil, criminal, and

injunctive redress.

MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Sites at any time

or for any reason at our sole discretion without notice. However, we have no obligation

to update any information on our Sites. We also reserve the right to modify or

discontinue all or part of the Sites without notice at any time.

We will not be liable to you or any third party for any modification, price change,

suspension, or discontinuance of the Sites.

We cannot guarantee the Sites will be available at all times. We may experience

hardware, software, or other problems or need to perform maintenance related to the

Sites, resulting in interruptions, delays, or errors.

We reserve the right to change, revise, update, suspend, discontinue, or otherwise

modify the Sites at any time or for any reason without notice to you. You agree that we

have no liability whatsoever for any loss, damage, or inconvenience caused by your

inability to access or use the Sites during any downtime or discontinuance of the Sites.

Nothing in these Terms of Use will be construed to obligate us to maintain and support

the Sites or to supply any corrections, updates, or releases in connection therewith.

GOVERNING LAW

These Terms of Use and your use of the Sites are governed by and construed in

accordance with the laws of the State of Arizona applicable to agreements made and to

be entirely performed within the State of Arizona, without regard to its conflict of law

principles.

DISPUTE RESOLUTION

To expedite resolution and control the cost of any dispute, controversy, or claim related

to these Terms of Use (each a "Dispute" and collectively, the “Disputes”) brought by

either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree

to first attempt to negotiate any Dispute (except those Disputes expressly provided

below) informally for at least 30 days before initiating arbitration. Such informal

negotiations commence upon written notice from one Party to the other Party.

Binding Arbitration

If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute

(except those Disputes expressly excluded below) will be finally and exclusively

resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS

PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A

JURY TRIAL.

The arbitration shall be commenced and conducted under the Commercial Arbitration

Rules of the American Arbitration Association("AAA") and, where appropriate, the

AAA’s Supplementary Procedures for Consumer Related Disputes ("AAA Consumer

Rules"), both of which are available at the AAA website www.adr.org.

Your arbitration fees and your share of arbitrator compensation shall be governed by

the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules.

The arbitration may be conducted in person, through the submission of documents, by

phone, or online. The arbitrator will make a decision in writing, but need not provide a

statement of reasons unless requested by either Party.

The arbitrator must follow applicable law, and any award may be challenged if the

arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or

applicable law, the arbitration will take place in Maricopa County, Arizona.

Except as otherwise provided herein, the Parties may litigate in court to compel

arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter

judgment on the award entered by the arbitrator.

If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall

be commenced or prosecuted in the state and federal courts located in Maricopa

County, Arizona, and the Parties hereby consent to, and waive all defenses of lack of

personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in

such state and federal courts.

Application of the United Nations Convention on Contracts for the International Sale of

Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded

from these Terms of Use.

In no event shall any Dispute brought by either Party related in any way to the Sites be

commenced more than one (1) year after the cause of action arose. If this provision is

found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute

falling within that portion of this provision found to be illegal or unenforceable and such

Dispute shall be decided by a court of competent jurisdiction within the courts listed for

jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that

court.

Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between the Parties

individually. To the full extent permitted by law, (a) no arbitration shall be joined with any

other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a

class-action basis or to utilize class action procedures; and (c) there is no right or

authority for any Dispute to be brought in a purported representative capacity on behalf

of the general public or any other persons.

CORRECTIONS

There may be information on the Sites that contains typographical errors, inaccuracies,

or omissions that may relate to the Sites, including descriptions, pricing, medical

information, drug interactions, availability, and various other information. We reserve the

right to correct any errors, inaccuracies, or omissions and to change or update the

information on the Sites at any time, without prior notice.

DISCLAIMER

THE SITES DO NOT CONTAIN ANY MEDICAL ADVICE. ANY CONTENT AND

INFORMATION CONTAINED ON THE SITES ARE FOR INFORMATIONAL

PURPOSES ONLY. NOTHING CONTAINED ON THE SITES SHALL BE CONSTRUED

AS A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE. ALWAYS CONSULT

YOUR MEDICAL PROVIDER WITH ANY MEDICAL ISSUES OR QUESTIONS. AND,

NEVER DELAY MEDICAL TREATMENT DUE TO SOMETHING CONTAINED ON THE

SITES. THE SITES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU

AGREE THAT YOUR USE OF THE SITES AND OUR SERVICES WILL BE AT YOUR

SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL

WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITES AND

YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED

WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,

AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS

ABOUT THE ACCURACY OR COMPLETENESS OF THE SITES’ CONTENT OR THE

CONTENT OF ANY WEBSITES LINKED TO THE SITES AND WE WILL ASSUME NO

LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR

INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY, DEATH,

OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM

YOUR ACCESS TO AND USE OF THE SITES, (3) ANY UNAUTHORIZED ACCESS

TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL

INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY

INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5)

ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE

TRANSMITTED TO OR THROUGH THE SITES BY ANY THIRD PARTY, AND/OR (6)

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

SITES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME

RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED

BY A THIRD PARTY THROUGH THE SITES, ANY HYPERLINKED WEBSITE, OR

ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER

ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE

RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY

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.

LIMITATIONS OF LIABILITY

IN NO EVENT WILL WE OR OUR MEMBERS, 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, PERSONAL INJURY OR DEATH, LOST

REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF

THE SITES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH

DAMAGES.

INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries,

affiliates, and all of our respective officers, agents, partners, and employees, 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: (1) your

Contributions; (2) use of the Sites; (3) breach of these Terms of Use; (4) any breach of

your representations and warranties set forth in these Terms of Use; (5) your violation of

the rights of a third party, including but not limited to intellectual property rights; or (6)

any overt harmful act toward any other user of the Sites with whom you connected via

the Sites.

Notwithstanding the foregoing, we reserve 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 cooperate, at your expense, with our defense of such claims. We 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.

USER DATA

We will maintain certain data that you transmit to the Sites for the purpose of managing

the Sites, as well as data relating to your use of the Sites. Although we perform regular

routine backups of data, you are solely responsible for all data that you transmit or that

relates to any activity you have undertaken using the Sites.

You agree that we shall have no liability to you for any loss or corruption of any such

data, and you hereby waive any right of action against us arising from any such loss or

corruption of such data.

ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting the Sites, sending us emails, and completing online forms constitute electronic

communications. You consent to receive electronic communications, and you agree that

all agreements, notices, disclosures, and other communications we provide to you

electronically, via email and on the Sites, satisfy any legal requirement that such

communication be in writing.

YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS,

ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES,

POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY

US OR VIA THE SITES.

You hereby waive any rights or requirements under any statutes, regulations, rules,

ordinances, or other laws in any jurisdiction which require an original signature or

delivery or retention of non-electronic records, or to payments or the granting of credits

by any means other than electronic means.

CALIFORNIA USERS AND RESIDENTS

If any complaint with us is not satisfactorily resolved, you can contact the Complaint

Assistance Unit of the Division of Consumer Services of the California Department of

Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento,

California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

MISCELLANEOUS

These Terms of Use and any policies or operating rules posted by us on the Sites

constitute the entire agreement and understanding between you and us. Our failure to

exercise or enforce any right or provision of these Terms of Use shall not operate as a

waiver of such right or provision.

These Terms of Use operate to the fullest extent permissible by law. We may assign

any or all of our rights and obligations to others at any time. We shall not be responsible

or liable for any loss, damage, delay, or failure to act caused by any cause beyond our

reasonable control.

If any provision or part of a provision of these Terms of Use is determined to be

unlawful, void, or unenforceable, that provision or part of the provision is deemed

severable from these Terms of Use and does not affect the validity and enforceability of

any remaining provisions.

There is no joint venture, partnership, employment or agency relationship created

between you and us as a result of these Terms of Use or use of the Sites. You agree

that these Terms of Use will not be construed against us by virtue of having drafted

them.

You hereby waive any and all defenses you may have based on the electronic form of

these Terms of Use and the lack of signing by the parties hereto to execute these