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FAIRPAY Solutions, Inc. Online Terms and Conditions

PLEASE READ THESE ONLINE TERMS AND CONDITIONS (THE "AGREEMENT") CAREFULLY. BY ACCESSING, USING, OR DOWNLOADING MATERIALS FROM THIS WEBSITE, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS JUST AS IF YOU HAD SIGNED THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT USE THIS WEBSITE.

FAIRPAY Solutions, Inc. and its related companies ("Company") is the owner of this website (the "Website"). This Website contains information, including without limitation, all text, graphics, photographs, graphs, sounds, data, images, audio, page headers, software (including HTML and other scripts), buttons, video, and other icons, and the arrangement and compilation of this information (collectively, the "Information") that is either owned or licensed by Company. Portions of this Website are made available only to persons who have registered and who have been issued a userid and/or password or other positive identifiers by Company ("Registered Users"). Only Registered Users are authorized to access the restricted portions of this Website. Your use of this Website and access to the Information is expressly conditioned upon your agreement that all such access and use shall be governed by all of the terms and conditions set forth in this Agreement. In addition, access to certain areas of the Website may also be governed by other terms and conditions. In the event of a conflict between the terms and conditions set forth below and those necessary to access restricted portions of the Website, the ones governing the restricted portions of the Website will govern your access to such areas and any transactions conducted while in such restricted areas, and these terms and conditions will apply where there is not a conflicting provision. In addition, you hereby acknowledge and agree as follows:

1. License Grant. Company grants you a worldwide, limited, non-exclusive, revocable, and non-transferable license to use this Website. You may download, view, copy, and print the Information incorporated into this Website solely for your non-commercial use. The Information may not be transferred, shared with or disseminated to anyone for any purpose which is inconsistent with the purpose of the Website or Company, to facilitate unfair competition with the Website, or for any purpose which is inappropriate or unlawful under applicable US and international law.

2. Use Restrictions. Notwithstanding the foregoing license grant, you may not resell, redistribute, broadcast or transfer the Information or use the Information in a searchable, machine-readable database or file except through authorized access to the Website. Unless separately and specifically authorized in writing by Company, you may not rent, lease, sublicense, distribute, transfer, copy, reproduce, publicly display, publish, adapt, modify, create derivative works, store or time-share the Website, any part thereof, or any of the Information received or accessed therefrom to or through any other person or entity. You may not "frame" any material contained on this Website unless authorized in writing by Company. Access or use of the Website (or any portions thereof) except as expressly provided in this Agreement is strictly prohibited. You agree to use the Website and Information for lawful purposes only. You agree not to post or transmit any information through the Website which: (a) infringes the rights of others or violates their privacy or publicity rights; (b) is unlawful, threatening, abusive, defamatory, libelous, vulgar, obscene, profane, indecent or otherwise objectionable; (c) is protected by copyright, trademark or other proprietary right without the express written permission of the owner of such right; (d) which is used to unlawfully collude against another person in restraint of trade and competition; or (e) contains unauthorized or malicious software such as viruses, "trojan horses" and the like. You shall be solely liable for any damages resulting from any infringement of copyright, trademark or other proprietary right, or any other harm resulting from your use of the Website or Information.

3. Submissions. You hereby grant to Company and its affiliates a worldwide, royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works based on, distribute, perform and display any message posted on the Website, including any chat rooms therein, or any e-mail or other materials or Information sent by you to Company and to incorporate it (in whole or in part) in other works in any form, media or technology now known or later developed.

4. Linking. You may not use any of Company's proprietary logos, marks, or other distinctive graphics, video, or audio material in your links without the Company’s express written permission, which the Company may withhold in its discretion. You may not link in any manner reasonably likely to: (a) imply affiliation with or endorsement or sponsorship by Company; (b) cause confusion, mistake, or deception; (c) dilute Company's trademarks or service marks; or (d) otherwise violate applicable state or federal laws. In addition, you may only link to the home page of the Website, unless otherwise authorized in writing by Company. This Website may contain links to other Websites. These links are provided for informational purposes only, and Company does not sponsor or affiliate with any linked entity unless expressly stated. Company makes no representations and assumes no responsibility for your use of such third-party links provided on the Website.

5. Modification. Company reserves the right to modify the terms and conditions of this Agreement. Such modifications may include, without limitation, implementation of user priorities, implementation of rules for use by you, and discontinuance of functional aspects of the Website. Company may also add, withdraw or modify Information within the Website or services provided through the Website at any time in its sole discretion. All such modifications shall be displayed online, and such display shall constitute effective notice to you under this Agreement on the day Company places them on the Website. You agree to review the terms and conditions of this Agreement periodically to be aware of such revisions.

6. Password Disclosure. If, at any time, you are issued a userid and/or password or other positive identifiers of the user of this Website issued and authorized by Company and you learn or suspect that such identifiers have been disclosed or otherwise made known to any person other than yourself, you agree to immediately notify Company and to confirm such notice in writing to Company within seventy-two (72) hours. Upon receiving such notice, Company will assign a new userid and/or password to you within a reasonable period of time.

7. Delays in Services. Neither Company nor any of its licensors (including its and their partners, members, managers, officers, directors, employees, affiliates, agents, representatives or subcontractors) shall be liable for any loss or liability resulting, directly or indirectly, from delays or interruptions due to electronic or mechanical equipment failures, telephone interconnect problems, defects, weather, strikes, walkouts, fire, acts of God, riots, armed conflicts, acts of war, or other like causes beyond the reasonable control of Company. Company shall have no responsibility to provide you access to the Website while interruption of the Website due to any such cause shall continue.

8. Termination. Termination or cancellation of this Agreement shall not affect any right or relief to which Company may be entitled, at law or in equity. Upon termination of this Agreement, all rights granted to you will terminate and revert to Company. This Agreement and the license rights granted hereunder shall remain in full force and effect unless terminated or canceled for any of the following reasons: (a) upon thirty (30) days written notice by either party of its intent to terminate this Agreement; (b) immediately by Company for any unauthorized access or use by you, including, without limitation: (i) concurrent access of the restricted portion of the Website with identical userids; (ii) permitting another person or entity, other than the person to whom the userid or password was assigned by Company, to use your userid or password to access the Website; or (iii) any other access or use of the Website except as expressly provided in this Agreement; (c) immediately by Company if you assign or transfer (or attempt the same) any rights granted to you under this Agreement; (d) immediately, if you fail to abide by the rules and regulations relating to the use of, or tamper with or alter any of the Information contained in, or accessed through, the Website; (e) immediately, if you transmit or receive any Information using the Website (or cause the same) in violation of this Agreement (Company, at its sole discretion, shall determine whether any information transmitted or received violates this provision); or (f) immediately, if you violate any of the other terms and conditions of this Agreement.

9. Monitoring. You acknowledge that Company reserves the right to, and may from time to time, monitor any and all Information transmitted or received through the Website. Company, at its sole discretion and without further notice to you, may (but is not obligated to) review, censor or prohibit the transmission or receipt of any Information which Company deems inappropriate or that violates any term or condition of this Agreement. During monitoring, Information may be examined, recorded, copied, and used for authorized purposes. Use of the Website, authorized or unauthorized, constitutes consent to such monitoring.

10. Limited Warranty. You acknowledge that the Information and links provided through the Website are in many cases compiled from sources which are beyond the control of Company. Though such Information is recognized by the parties to be generally reliable, the parties acknowledge that inaccuracies may occur, and that Company and its licensors do not warrant the accuracy or suitability of the Information. FOR THIS REASON, YOU ACKNOWLEDGE THAT THE WEBSITE AND INFORMATION ARE PROVIDED TO YOU ON AN "AS IS, WITH ALL FAULTS" BASIS. COMPANY AND ITS LICENSORS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS, ORAL, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, ANY IMPLIED WARRANTY OF MERCHANTABILITY, ANY WARRANTIES ARISING BY VIRTUE OF CUSTOM OF TRADE OR COURSE OF DEALING AND ANY IMPLIED WARRANTIES OF TITLE OR NON-INFRINGEMENT. FURTHER, COMPANY AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT THE WEBSITE OR INFORMATION WILL MEET YOUR REQUIREMENTS OR ARE SUITABLE FOR YOUR NEEDS. Under this Agreement, you assume all risk of errors and/or omissions in the Website and Information, including the transmission or translation of Information. YOU HEREBY ASSUME ALL RESPONSIBILITY (AND THEREBY HOLD COMPANY HARMLESS), BY WHATEVER MEANS YOU DEEM MOST APPROPRIATE FOR YOUR NEEDS, FOR DETECTING AND ERADICATING ANY VIRUS OR PROGRAM WITH A SIMILAR FUNCTION.

11. Limitation of Liability. You assume full responsibility for implementing sufficient procedures and checks to satisfy your requirements for the accuracy and suitability of the Website and Information, and for maintaining any means that you may require for the reconstruction of lost data or subsequent manipulations or analyses of the Information provided under this Agreement. YOU AGREE THAT COMPANY AND ITS LICENSORS (INCLUDING ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES OR CONTRACTORS) SHALL NOT IN ANY EVENT BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE WEBSITE AND INFORMATION FOR ANY PURPOSE WHATSOEVER. IF THE ABOVE LIMITATIONS OF LIABILITY SHOULD FAIL IN THEIR ESSENTIAL PURPOSE FOR ANY REASON, SUCH LIABILITY IS AND SHALL BE LIMITED TO $100.00 AS LIMITED DAMAGES AND NOT AS A PENALTY EVEN IF COMPANY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIABILITY SHALL BE COMPLETE AND EXCLUSIVE. THE PROVISIONS CONTAINED IN THIS SECTION SHALL SURVIVE TERMINATION OF THIS AGREEMENT.

12. Indemnification. YOU SHALL RELEASE AND SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS COMPANY, ITS LICENSORS AND THEIR AFFILIATES, PARTNERS, MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND REPRESENTATIVES (THE "COMPANY PARTIES") FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, CLAIMS, DEMANDS, SUITS, LIABILITIES, FINES, PENALTIES AND EXPENSES (INCLUDING REASONABLE ATTORNEY'S FEES AND EXPENSES) (COLLECTIVELY, "CLAIMS") OF WHATEVER KIND, CHARACTER, OR NATURE BROUGHT BY OR ON BEHALF OF ANY PERSON THAT ARISE OUT OF, ARE RELATED TO OR ARE IN CONNECTION WITH THIS AGREEMENT OR YOUR ACCESS OR USE OF THE WEBSITE OR INFORMATION, EVEN IF CAUSED, IN WHOLE OR IN PART, BY THE JOINT, SOLE, OR CONCURRENT NEGLIGENCE, GROSS NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT, WHETHER PASSIVE OR ACTIVE, OF ANY PERSON OR ENTITY, INCLUDING BUT NOT LIMITED TO THE COMPANY PARTIES.

13. Privacy. The Company Website does not collect any personally identifying information about you except when you expressly provide it. You agree that Company can use your personal identifying information as stated in our Privacy Policy. Company may place a "cookie" in the browser files of your computer. Such cookie does not contain any personally identifying information. Please see our Privacy Policy for more details.

14. No Conflicting Terms. If there is any conflict between this Agreement and any help text, manuals, or other documents, this Agreement shall govern, whether such other documents are prior to or subsequent to this Agreement, or are signed or acknowledged by any member of the Company Parties.

15. Attorney's Fees. If Company takes action (by itself or through its representatives) to enforce any of the provisions of this Agreement, including collection of any amounts due hereunder, Company shall be entitled to recover from you (and you agree to pay), in addition to all sums to which it is entitled or any other relief, at law or in equity, reasonable and necessary attorney's fees and any costs of any litigation or other legal or regulatory proceeding.

16. Governing Law; Limitations; Venue. This Agreement shall be governed by the laws of the State of Texas, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. To the extent allowed by applicable law, any claims or causes of action arising from or relating to your access and use of the Website or Information contemplated by this Agreement must be instituted within two (2) years from the date upon which such claim or cause arose or was accrued. Further, any such claim or cause of action shall be brought exclusively in the state or federal courts located in Dallas, Dallas County, Texas, and you agree to submit to the exclusive personal jurisdiction of such courts and hereby appoint the Secretary of State of Texas as your agent for service of process. You agree to waive, and do hereby expressly waive, any objection that the state or federal courts of Dallas County, Texas, are an inconvenient forum.

17. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Agreement. Any unenforceable provision will be replaced by a provision which comes closest to the intention of the parties at the time the original provision was agreed upon.

18. U.S. Government Restricted Rights. The Information on this Website is provided with "RESTRICTED RIGHTS." Use, duplication or disclosure by the Government is subject to restrictions as set forth in applicable laws and regulations. Use of the materials by the Government constitutes acknowledgement of Company's proprietary rights in them.

19. Copyright, Patent and Trademark Notice. Copyright 2005-2006 FAIRPAY Solutions, Inc. All rights reserved. The Website and Information is the valuable, exclusive property of Company or its licensors and nothing in this Agreement shall be construed as transferring or assigning any such ownership rights to you or any other person or entity. The Information is protected by contract law and various intellectual property laws, including domestic and international copyright laws. Except as permitted in this Agreement, you may not copy, adapt, distribute, commercially exploit, or publicly display the Information or any portion thereof in any manner whatsoever without Company's prior written consent. You may not remove, alter or obscure any copyright, legal or proprietary notices in or on any portions of the Information. Company, and its associated logos, and all page headers, custom graphics, buttons, and other icons are service marks, trademarks, registered service marks, or registered trademarks of FAIRPAY Solutions, Inc., its affiliates or licensors. All other product names and company logos mentioned on the Website or Information are trademarks of their respective owners.

20. Assignments. You may not assign any of your rights, obligations, privileges, or performance hereunder without the prior written consent of Company. Any assignment by you other than as provided for in this Section shall be null and void for all purposes.

21. Entire Agreement. THIS AGREEMENT IS COMPLETE AND EFFECTIVE AT THE TIME YOU AGREE TO IT BY ACCESSING OR USING THE WEBSITE OR INFORMATION. THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES RELATING TO THE MATTERS SET FORTH HEREIN, AND NO OTHER AGREEMENT, WRITTEN OR ORAL, EXISTS BETWEEN YOU AND COMPANY RELATING TO THE MATTERS SET FORTH HEREIN.

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