Business Agreement

THE FOLLOWING DESCRIBES THE TERMS ON WHICH ADVICENETWORK.COM OFFERS YOU ACCESS TO OUR SERVICES. PLEASE READ THESE TERMS CAREFULLY AS THEY CONSTITUTE A LEGAL AGREEMENT SETTING FORTH YOUR USE OF OUR PRODUCTS AND SERVICES. BY SUBMITTING YOUR BUSINESS INFORMATION AND REGISTERING WITH ADVICENETWORK.COM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND LEGALLY BY THE TERMS WITHIN.

The services available at www.advicenetwork.com (the "Site") and its network of the sites ("Services") are owned and operated by Advice Network, Inc., a Delaware corporation, ("Advice Network"), and are provided to you, the end user individual or business ("You"), under the following terms and conditions (the "Agreement"). If You do not agree to be bound by any of the terms and conditions of this Agreement; please discontinue use or access of our Services. Please note that Advice Network may amend this Agreement at any time, without notification, by posting the amended terms and conditions on the Site. Accordingly, Advice Network encourages You to review this Agreement from time to time to ensure that You understand and are remaining in compliance with the current terms and conditions in effect. Please note that Your continued use of the Services following any changes will be deemed conclusive acceptance of any changes to this Agreement. This Agreement may not be otherwise amended except in writing signed by You and Advice Network.

PROGRAMS; OTHER TERMS AND CONDITIONS. Additional terms and conditions may apply to Your registration with any of Advice Network’s business directory or lead generation programs and/or to specific portions or features of the Site, all of which are made a part of this Agreement by this reference. You agree to abide by such other terms and conditions, including (where applicable) representing that You are of sufficient legal age and/or have the right and ability to use or participate in such program. If there is a conflict between these terms of service and the terms posted for or applicable to a specific portion of the Site, including any program registration areas, the latter terms shall control with respect to Your use of that portion of the Site or the specific program. Advice Network’s obligations, if any, with respect to its programs and/or services are governed solely by the agreements pursuant to which they are provided, and nothing on the Site shall be construed to alter such agreements.

SERVICES. Advice Network is a pay for performance advertising service that displays business listing information and matches requests (leads) from potential customers ("Buyers") with advertisers ("Businesses") that are listed in the business directory and may be able to meet the needs of the Buyer. Advice Network is not involved in the actual transaction between end Buyers and Businesses. Consequently, Advice Network cannot ensure that a transaction between any Buyer and Businesses will occur between two parties. Further, if a transaction does occur, Advice Network has no control over the quality, safety or legality of the item or services sold or rendered. The Sites are a venue for You to receive requests from interested Buyers. You understand that Advice Network does not guarantee sales or results. You may receive any number of requests, clicks, or calls, a day, or may receive zero requests, clicks, and calls for products or services on any given day and possibly throughout Your participation in Advice Network, and Advice Network functions only as an intermediary that provides Buyers and Businesses with access to others within an environment that makes it easier for Buyers to engage Businesses and vice versa. You agree to assume all responsibility and liability for Your use of the Services, any transactions or communications You initiate either with a Buyer or a Seller, or any claims that may result there from. Moreover, You acknowledge and agree that this Site features materials, products, and services provided by third parties and persons. Advice Network makes no representations with respect to, nor does it guarantee or endorse, the quality, non-infringement, accuracy, completeness, timeliness, reliability, or correct sequencing of such third party materials, products, and services or any other materials, products, and services which such third party materials, products and services may access. Advice Network expressly disclaims responsibility and liability for all third party provided materials, products, and services accessed through the Site.

REGISTRATION OBLIGATIONS. You agree to provide true, accurate, current and complete information about You and Your business as prompted by the registration process. If You do not, Advice Network has the right to deny, suspend or terminate Your Service. The email address used to register with Advice Network must be distinct and refer to You.

You will receive an email, usually within three (3) business days, notifying You whether or not Your registration has been approved. Advice Network may deny You use of the Service at its sole discretion. Specifically, the following Businesses are ineligible to participate in the Service:

Posting surveys, contests, or pyramid schemes including "MLM" or Multi-Level Marketing programs and aggregators of Businesses. Those Businesses that can be classified as a directory service, call center, referral network, association, franchiser, portal, search engine or something other than a destination site will be considered an aggregator; aggregators are also those Businesses which direct customers from their own business Web site to another business Web site in order to make a transaction or purchase.

Businesses are strictly prohibited from using Advice Network to recruit additional members or representatives for their business. Businesses may respond to leads in other categories solely for the purpose of selling the actual products or services that they provide. We reserve the right to deactivate Your account if it appears that You are violating these terms or the terms of use of the service as posted on the Advice Network Site or for any reason at Advice Network’s discretion.

You agree to grant Advice Network a non-exclusive, worldwide, perpetual, irrevocable, royalty-free (through multiple tiers), sub-licensable right to exercise the copyright, publicity, and database rights (but no other rights) You have in information You submit to Advice Network as part of the registration process ("Your Information"), in any media now known or not currently known, with respect to Your Information. To the extent this information includes personal identifying information, Advice Network will only use Your Information in accordance with our Privacy Policy. For more information regarding Advice Network’s information use and collection practices, see our full Privacy Policy. All Businesses must also agree to honor and abide by Advice Network’s Privacy Policy. Please also note that Advice Network will respond to Your requests for removal of any personal identifying information collected as a part of Your Information from its database if You contact Advice Network directly with such request.

BUSINESS ACCOUNT. Upon approval, You will receive a business account with a username and password ("Your Account"). Advice Network reserves the right to approve or disapprove category selections to ensure that the leads provided to You are appropriate for Your business. You are responsible for all activities that occur under Your Account. You may not allow anyone else to use Your Account; additionally, You may not use anyone else’s business account while using the Service. You agree to notify Advice Network immediately of any unauthorized use of Your Account, email, or any other breach of security. Advice Network will not be liable for any loss or damage arising from Your failure to comply.

FEES. At the time Your Account is created a billing cycle is assigned to Your Account. All Payments shall be in U.S. Dollars. You agree to pay Advice Network the fees associated with any Business Listing plan that You select ("Your Subscription"). In order to pursue leads, each business must establish a budget (an "Advertising Budget"). Your advertising balance is debited every time Your business receives a lead. You agree and understand that Your Subscription with Advice Network will renew at the end of each term unless You cancel Your account; by adhering to the Terms as stated in the Termination clause below. Your Subscription plan will renew on or about two (2) days preceding the end date of Your Subscription. If Your Subscription plan fails to renew, Advice Network retains the right to debit Your advertising balance with the appropriate business subscription fee to maintain Your account. Your advertising budget will be replenished each time it dips below $4.00 USD.

Renewals and replenishes are automatically charged to the credit card that You have designated for Your Account. Advice Network may change the prices, payment terms, plans or other options at any time, at our discretion. Advice Network agrees to notify You of any proposed changes.

BUSINESS CONDUCT. You agree to respond personally and individually to each request and not to use third party automatic response mechanisms containing a standard message and/or a link to another Web site. You may include a link to Web sites operated by parties other than Advice Network as long as the response is not automated. You also agree to abide by, and conform Your use of information You obtain from or about Buyers through the Service to, the then current terms of Advice Network’s Privacy Policy.

You agree to not use the Service:

a) for any purpose in violation of local, state, national, or international laws;

b) in a manner that infringes on the intellectual property rights of others or on the privacy or publicity rights of others;

c) to transmit, post, or reply to a posting on the Site, or make available any information, data, text, files, links, software, chat, communication, or any other materials that are unlawful, harmful, threatening, abusive, invasive of another's privacy, harassing, defamatory, slanderous, vulgar, obscene, hateful, racist, embarrassing or otherwise objectionable to any other person or entity as determined by Advice Network Service in its sole discretion;

d) to transmit, post or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "Spam," "chain letters," "pyramid schemes," or any other form of solicitation.

e) To impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity.

f) To post improper responses;

g) to cross-sell other products or services or responding to requests with information that does not directly relate to the Buyer's request;

h) to 'stalk' or otherwise harass another;

i) to distribute viruses, corrupted files, Trojan horses, or any other similar software or programs that may damage or interfere with the operation of another's computer or telecommunications equipment or utilize the resources of another's computer or telecommunications equipment without such parties express permission;

j) to collect or store personal data about others;

k) to engage in any other conduct that inhibits any other person from using or enjoying Advice Network and which negatively affects the user experience.

You acknowledge and agree that Advice Network is not responsible for screening, policing, editing, or monitoring Your, another Buyer or Business', or other third party content posted to the Site and its forums, including any opinions. Advice Network is not the publisher of the postings You or any other Buyer, Business, or user place on the Site. Advice Network, nevertheless, reserves the right to delete and/or take other action with respect to postings and requests that Advice Network believes violate this Agreement and/or are potentially unlawful. Moreover, it is a policy of Advice Network to take appropriate actions under the Digital Millennium Copyright Act and other applicable intellectual property laws. If You become aware of postings that violate these laws and regulations regarding acceptable behavior or content, You may contact Advice Network at [ ]. You acknowledge that Advice Network does not verify the truth or falsity of any review of any business or services that is posted on the sites by Buyers or otherwise endorse, oppose, or edit any posting, opinion, or request and has no responsibility, legal or otherwise, for the content of such reviews.

TERMINATION. You may initiate a termination of this Agreement at any time either through verbal or written notice via phone at [ ] or via email at cancel@advicenetwork.com. Your Account is not cancelled until You receive confirmation from an authorized representative of Advice Network. Please review the following detailed information about canceling Your Account:

BUSINESS SUBSCRIPTIONS. All Business Subscriptions are non-refundable.

ADVERTISING BUDGET. Paid but unused Advertising Balances are eligible to be refunded on cancelled accounts, if the refund meets the following conditions:

Refunds will not be issued for any unused Advertising Balances purchased more than 90-days before the effective date of the cancellation of the account.

Requests for refunds for any dollar amount greater than twenty-five ($25 USD) dollars, will be subject to a $25 cancellation fee. The remaining balance after the cancellation fee will be issued as a refund.

Refunds will not be issued for any dollar amount less than or equal to twenty-five ($25 USD) dollars. Such unused amounts may be used to purchase additional services (subscription plans or performance advertising) until the remaining balance has been depleted.

Refunds are issued to the originally charged card only and shall be issued within 30 days of cancellation.

Advice Network may also terminate or suspend any and all Services immediately, without prior notice or liability if You breach any of the terms or conditions of this Agreement or the terms of use of the service as posted on the Advice Network site(s) or for any reason at Advice Network’s discretion. Upon termination of Your Account, Your right to use the Services and or access any information about Buyers via the Service will immediately cease. All provisions of this Agreement, which by their nature should survive termination, shall survive termination.

RELEASE. Because Advice Network is not involved in the actual transaction between Buyers and Businesses, or in the verification of information provided by Buyers on the Advice Network Sites about Your Business, in a review or otherwise, in the event that You have a dispute or claim, for any reason or for any cause, You release Advice Network (and our officers, directors, agents, and employees) form claims, demands, and damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. If You are a California resident, You waive California Civil Code §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."

USE OF BUSINESSES NAME. You acknowledge and agree that by participating in the Service, Advice Network shall have a royalty-free, non-exclusive right and license, without any compensation to You, to use, copy, and display the name of Your business in Advice Network’s promotions, press releases, public relations, advertisements, and/or other sales and marketing activities and otherwise utilize such business name on the Site and in connection with delivery of the Service.

ADVICE NETWORK'S PROPRIETARY RIGHTS. Advice Network provides You with a personal, revocable, limited, non-exclusive, royalty-free, nontransferable right and license to use the Site conditioned on Your continued compliance with the terms and conditions of this Agreement. You acknowledge and agree that the Sites and Service and any necessary content and software used in connection with the Sites or Service contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that content on and software utilized in connection with the Sites or presented to You through the Service is protected by copyrights, trademarks, patents and other proprietary rights and laws. The Site is Copyright © 2006-2007 Advice Network, Inc. All rights reserved. ADVICENETWORK.COM, and all other names, logos, and icons identifying Advice Network and its products and services are proprietary trademarks of Advice Network and any use of such marks without the express written permission of Advice Network is strictly prohibited. You acknowledge and agree that other product and business names displayed on the Site may be the trademarks and/or service marks of their respective owners. Except as expressly authorized by Advice Network, You agree not to modify, sell, distribute, broadcast, transmit, reproduce, publish, decompile, reverse engineer, copy, license, sell, mirror, frame, rent, grant a security interest in, or create derivative works based on the Sites, Service or software, in whole or part.

ENFORCING SECURITY ON THE SITE. Actual or attempted unauthorized use of the Site may result in criminal and/or civil prosecution, including, without limitation, punishment under the Computer Fraud and Abuse Act of 1986. Advice Network reserves the right to view, monitor, and record activity on the Site without notice or permission from You. Any information obtained by monitoring, reviewing, or recording is subject to review by law enforcement organizations in connection with investigation or prosecution of possible criminal activity on the Site. Advice Network will also comply with all court orders involving requests for such information. In addition to the foregoing, Advice Network reserves the right to at any time, and without notice, to modify, suspend, terminate, or interrupt operation of or access to the Site, or any portion of the Site, for any reason.

UPGRADES, SUPPORT AND NOTICES. From time to time, Advice Network may, and retains the right to, send You information and offers about upgrades, documentation and other services offered by Advice Network and its Partners (as defined below). Notwithstanding the foregoing, under no circumstances will Advice Network or any of its Partners have any obligation to provide You with upgrades, enhancements, modifications, or support for the Services or Site.

REPRESENTATIONS AND WARRANTIES. You represent and warrant to Advice Network that (i) You are authorized to enter into this Agreement, either on behalf of Yourself or on behalf of the Business You represent, and fulfill and perform the obligations and obligations of a Business specified herein, and (ii) You and/or Your Business has all required permits, licenses, and other governmental authorizations and approvals to use the Site and Services.

INDEMNITY. You agree to indemnify and hold Advice Network, its parents, subsidiaries, affiliates, officers, employees and service providers and partners ("Partners"), harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of the following: Your use of the Services, use of Your Account by any third party, purchase or use of Your products or services, Your use of information about Buyers obtained via the Service, the violation of this Agreement by You, or the infringement, misappropriation, or violation by You, or any third party using Your Account, of any intellectual property or other right of any person or entity.

WARRANTY DISCLAIMER. YOU USE THE SERVICES AT YOUR OWN RISK. THE SERVICE IS PROVIDED ON AN "AS IS, AS AVAILABLE" BASIS. NEITHER ADVICE NETWORK NOR ANY OF ITS PARTNERS MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES OR ANY CONTENT OR PRODUCTS, AND HEREBY DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Some states do not allow the disclaimer of implied warranties, so the above limitations may not apply to You.

LIMITATION OF LIABILITY. IN NO EVENT SHALL ADVICE NETWORK OR OUR PARTNERS BE LIABLE FOR LOST PROFITS, ANY FAILURE TO STORE ANY MESSAGE, OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SITES, THE USE OR THE INABILITY TO USE THE SERVICE OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). OUR LIABILITY, AND THE LIABILITY OF OUR PARTNERS TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE AMOUNT FEES YOU PAY US IN THE TWELVE MONTHS PRIOR TO THE DATE THE CAUSE OF ACTION AROSE. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation and exclusions may not apply to You.

EVENTS BEYOND ADVICE NETWORK'S CONTROL. You expressly absolve and release Advice Network from any claim of harm resulting from a cause beyond Advice Network’s control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, blocking of email delivery, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes, or other labor problems, wars, or governmental restrictions.

GENERAL. This agreement constitutes the entire agreements between You and Advice Network. The rights and obligations of the parties under this Agreement shall not be governed by the 1980 U.N. Convention on Contracts for the International Sale of Goods; rather such rights and obligations shall be governed in all respects by the laws of the State of California without regard to its conflict of law provisions. The County of Alameda and/or the United States District Court for the Northern District of California will have exclusive jurisdiction and venue over all controversies in connection herewith, and each party hereby consents to such exclusive and personal jurisdiction and venue. This Agreement is in the English language only, which language shall be controlling in all respects, and all versions hereof in any other language shall not be binding on the parties hereto. All communications and notices to be made or given pursuant to this Agreement shall be in the English language. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by You without Advice Network’s prior written consent. Advice Network may assign this Agreement in whole or in part. No agency, partnership, joint venture, or employment is created as a result of this Agreement and You do not have any authority of any kind to bind Advice Network in any respect whatsoever. Headings are for convenience only and have no legal or contractual effect. All notices under this Agreement shall be in writing and shall be deemed to have been duly given when receipt is electronically confirmed, if transmitted by facsimile or email or upon receipt, if sent by certified or registered mail, return receipt requested.

SUBMISSIONS. Advice Network welcomes Your feedback and suggestions about how to improve this Site and the Services. By transmitting any suggestions, information, material, or other content (collectively, "Feedback") to Advice Network, You represent and warrant that such Feedback does not infringe the intellectual property or proprietary rights of any third party (including, without limitation, patents, copyrights, or trademark rights) and that You have all rights necessary to convey such Feedback to Advice Network. In addition, any Feedback received through this Site will be deemed to include a royalty-free, perpetual, irrevocable, transferable, non-exclusive right and license for Advice Network to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works, and display (in whole or in part) worldwide, or act on such Feedback without additional approval or consideration, in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content, and You hereby waive any claim to the contrary. Feedback can be sent electronically to notifications@advicenetwork.com.