TERMS OF SERVICE

ARTICLE I OVERVIEW

1.1. This Program (the “Program”) is operated by PHANTOM DATA LLC, a Florida limited liability company (hereinafter, “we,” “us,” “our,” “Company,” or “Phantom Data”). We offer this Program, including but not limited to all Data (as hereinafter defined), information, services, products, tools and other content available on this Program to you, the user, conditioned upon your acceptance of all the terms, conditions, policies, and notices stated in these terms and conditions (hereinafter, the “Terms”). These Terms will be available by link on all Websites and offerings which it covers.

1.2. The Program consists of access to full names, addresses, phone numbers, and email addresses of prospective customers (the “Data”). The Company at its own discretion, and without notice, may change the format and substance of the Data and services provided by the Program.

1.3. Please read these Terms carefully before accessing the Program. Your access to and use of the Program is conditioned upon your compliance with these Terms. These Terms apply to all users who access the Program. Section headings are for convenience of reference only and shall in no way affect the interpretation of these Terms.

1.4. Any new features or tools which are added to the current Program shall also be subject to these Terms. You can review the most current version of these Terms at any time on this page. We reserve the right to update, change, modify, or replace all or any part of these Terms from time to time in our sole discretion, by posting updates, modifications, and/or changes to our Program.

ARTICLE II ACCEPTANCE AND GENERAL CONDITIONS

2.1. By accessing, or using any part of the Program, you agree to be bound by these Terms. If you do not agree to any or all of the terms and conditions set forth in these Terms, you do not have permission to use the Program. You agree to abide by the rules and policies which are established from time to time by us in these Terms, and your continued use or access of the Program following the posting of any changes, modifications, or updates constitutes your express acceptance thereof.

2.2. To access our Program, you must be eighteen (18) years old or older and have the requisite legal capacity, power, and authority to enter into these Terms. Our Program, and its content are intended for persons over the age of eighteen (18). You will only be permitted to Access the Program with the explicit consent of the Company.

2.3. You agree to use the Program only for purposes and in the manner permitted by these Terms, our Privacy Policy, other applicable terms and conditions, and any applicable law, regulation, and generally accepted practices or guidelines in the relevant jurisdiction. You agree not to engage in any activity that interferes with or disrupts the Program or networks connected to the Program. You agree not to reproduce, duplicate, copy, sell, trade, or resell the Program, products, or content related to the Program, unless otherwise expressly agreed to in a separate written agreement with Company. You agree that you are solely responsible for any breach of your obligations under these Terms and for the consequences, including, without limitation, any damage that Company may suffer due to any such breach.

2.4. Your Membership in the Program is entirely at your own risk, and Company shall not be liable in any way in connection therewith. It shall be your own responsibility to ensure that the Program, Data and any services, products, content, or information available through the Program meet your specific requirements.

2.5. You shall not use the Program, Data or any material or information in a way that violates or infringes on the rights of others or which is threatening, abusive, defamatory, libelous, invasive of privacy or publicity rights, vulgar, obscene, profane, or otherwise objectionable as reasonably determined by us, contains injurious formulas, recipes, or instructions which encourage conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any law, rule, or regulation.

ARTICLE III MEMBERSHIP

3.1. The Company shall provide information about the available membership plans (“Membership”), pricing, and the benefits and services included in such Membership on the Program’s website. We reserve the right to change pricing for any Membership or any components of a Membership in any manner and at any time. Company will make reasonable efforts to provide notice of any price increase within seven (7) days of such change. For the avoidance of doubt, the Company shall make reasonable efforts to provide such notice but such notice shall not be required for any price increase to be deemed effective.

3.2. Membership Plans. The Company shall offer six (6) categories of Membership: (a) Individual; (b) Pro; (c) Elite; (d) Enterprise; (e) Titanium; and (f) Diamond. Each Membership shall be for a term of one (1) month from the date of enrollment, and will automatically renew for a subsequent term of the same Membership category (each such initial one (1) month period and any subsequent one (1) month period, a “Membership Term”), until we suspend or stop providing the Memberships, or you validly cancel the Membership in accordance with the Terms of this Agreement. You will be charged prior to, or at the beginning of, each Membership Term and each Membership Term will be sold at the price then in effect for such Membership category. Each Membership Term will grant you a fixed amount of credits which will be replenished each Membership Term. The terms and conditions of each Membership are further set out below:

• (a) Individual Membership. The Individual Membership requires a membership fee of one hundred twenty U.S. Dollars ($120.00) and each Individual Membership shall give you 1,000 credits. The Individual Membership shall be due and payable in a lump sum at the time of purchase of the Membership and subject to the terms of this Agreement, shall be non-refundable and fully earned on the day of payment. The Individual Membership shall be effective from the date of enrollment until the expiration of the Membership Term.
• (b) Pro Membership. The Pro Membership requires a membership fee of four hundred ninety-nine U.S. Dollars ($499.00) and each Pro Membership shall give you 5,000 credits. The Pro Membership shall be due and payable in a lump sum at the time of purchase of the Membership and subject to the terms of this Agreement, shall be non-refundable and fully earned on the day of payment. The Pro Membership shall be effective from the date of enrollment until the expiration of the Membership Term.
• (c) Elite Membership. The Elite Membership requires a membership fee of nine hundred ninetynine U.S. Dollars ($999.00) and each Elite Membership shall give you 20,000 credits. The Elite Membership shall be due and payable in a lump sum at the time of purchase of the Membership and subject to the terms of this Agreement, shall be non-refundable and fully earned on the day of payment. The Elite Membership shall be effective from the date of enrollment until the expiration of the Membership Term.
• (d) Enterprise Membership. The Enterprise Membership requires a membership fee of one thousand nine hundred ninety-nine U.S. Dollars ($1,999.00) and each Enterprise Membership shall give you 50,000 credits. The Enterprise Membership shall be due and payable in a lump sum at the time of purchase of the Membership and subject to the terms of this Agreement, shall be non-refundable and fully earned on the day of payment. The Enterprise Membership shall be effective from the date of enrollment until the expiration of the Membership Term.
• (e) Titanium Membership. The Titanium Membership requires a membership fee of three thousand four hundred ninety-nine U.S. Dollars ($3,499.00) and each Titanium Membership shall give you 100,000 credits. The Titanium Membership shall be due and payable in a lump sum at the time of purchase of the Membership and subject to the terms of this Agreement, shall be nonrefundable and fully earned on the day of payment. The Titanium Membership shall be effective from the date of enrollment until the expiration of the Membership Term.
• (f) Diamond Membership. The Diamond Membership requires a membership fee of four thousand nine hundred ninety-nine U.S. Dollars ($4,999.00) and each Diamond Membership shall give you 250,000 credits. The Diamond Membership shall be due and payable in a lump sum at the time of purchase of the Membership and subject to the terms of this Agreement, shall be nonrefundable and fully earned on the day of payment. The Diamond Membership shall be effective from the date of enrollment until the expiration of the Membership Term.

3.3. Credits. Credits shall be used to obtain Data and one (1) credit shall give you access during the Membership Term to the then available Data of one (1) prospective customer. For the avoidance of doubt, any updates or changes to the Data of a prospective customer made pursuant to Section 10 of this Agreement, shall require an additional credit to access the refreshed Data, unless such updates or changes are made to the Data during a Membership Term that you have already used a credit to access the Data of the same prospective customer. Credits shall be used during the term of the Membership that such credits accrued. Credits that you do not use during a Membership Term will lapse and no longer be available to you, unless your Membership has been renewed for the subsequent Membership Term. You acknowledge and agree that any lapse of your Membership for any amount of time shall result in all remaining credits being deemed previously used and unavailable and you will have no right to any refund.

3.4. Cancellation. You shall provide written notice of cancellation of your Membership no later than five (5) days prior to the commencement of each Membership Term in order to avoid being charged for a subsequent Membership Term. Any attempt to cancel your Membership that fails to meet the requirements under the terms of this Agreement shall not be deemed a valid cancellation of your membership and you will be charged for the subsequent Membership Term. 3.5. No Refunds. Subject to the exception included in this Section 3.5, any amount paid by you in connection with any Membership Term is fully earned and non-refundable upon the commencement of your membership. When you cancel your Membership pursuant to these Terms, you cancel only future charges for your Membership and you will not receive a refund for the then current Membership Term, but you will continue to have full access to the Membership until the end of the then current Membership Term. As an exception, within five (5) days of any subscription renewal under Section 3.2, you will have the option to cancel your membership only during such five (5) day period for a refund in the amount paid for such Membership Term provided that you have not unlocked or accessed usable Data in such five (5) day period.

ARTICLE IV CONTENT

4.1. PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING THE PROGRAM. IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT PERMITTED TO ACCESS THE PROGRAM AND YOU MUST IMMEDIATELY CEASE PARTICIPATION IN THE PROGRAM.

4.2. BY SIGNING UP, OR USING THIS PROGRAM, YOU ACCEPT AND AGREE TO THESE TERMS WHICH BIND YOU LEGALLY, AND YOU FURTHER:

• (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS;
• (B) REPRESENT AND WARRANT YOU ARE AT LEAST 18 YEARS OF AGE OR THE AGE OF MAJORITY IN YOUR JURISDICTION, WHICHEVER IS HIGHER (THE "AGE OF MAJORITY"), AND THAT YOU HAVE THE LEGAL CAPACITY TO ENTER INTO THESE TERMS. IF YOU HAVE NOT ATTAINED THE AGE OF MAJORITY, YOU MUST EXIT THE PROGRAM IMMEDIATELY AND MAY NOT USE OR ACCESS ALL OR ANY PART OF THE PROGRAM FOR ANY REASON NOR MAY YOU PRINT OR DOWNLOAD ANY CONTENTS OR PURCHASE ANY CONTENTS FROM THE PROGRAM;
• (C) ACKNOWLEDGE THAT WE WILL COLLECT AND USE YOUR INFORMATION TO PROVIDE THE PRODUCTS AND SERVICES YOU REQUEST THROUGH THE PROGRAM;
• (D) ACKNOWLEDGE THAT YOU ARE AWARE OF THE NATURE OF THE DATA AND CONTENT PROVIDED BY THE PROGRAM, THAT YOU ARE NOT OFFENDED BY SUCH DATA AND CONTENT AND THAT YOU ACCESS THE PROGRAM FREELY, VOLUNTARILY AND WILLINGLY;
• (E) ACKNOWLEDGE THAT THE PROGRAM CONTAINS ONLY IMAGES AND SPEECH PROTECTED BY THE FIRST AMENDMENT TO THE UNITED STATES CONSTITUTION;
• (F) WARRANT THAT ALL INFORMATION PROVIDED UPON REGISTRATION AS PART OF YOUR ACCOUNT IS TRUE, COMPLETE, AND ACCURATE, AND THAT YOU WILL PROMPTLY INFORM US OF ANY CHANGES TO SUCH INFORMATION BY UPDATING THE INFORMATION ON YOUR ACCOUNT;
• (G) AGREE TO TERMS OF THE COMPANY’S PRIVACY POLICY (“PRIVACY POLICY”), AVAILABLE ON THE COMPANY’S WEBSITE; AND
• (H) ACKNOWLEDGE AND AGREE THAT THE PROGRAM MAY ACCESS AND USE YOUR LOCATION INFORMATION BASED ON THE LOCATION OF YOUR DEVICE AT THE TIME OF CONNECTION.

ARTICLE V INTELLECTUAL PROPERTY

5.1. You acknowledge and agree that Company (and its licensors, where applicable) owns all legal right, title, and interest in and to the Program, including the content and any intellectual property rights which subsist in the Program, whether registered or not, which is protected in the U.S. and internationally under trademark, copyright, and other intellectual property laws. You acknowledge that the Program may contain information which is designated confidential and/or proprietary by Company and that you shall not disclose such information without Company’s prior written consent. You are not granted any right to use, and may not use, any of our intellectual property rights, including Company’s trade names, trademarks, service marks, logos, domain names, or other distinctive brand features, other than as set out in these Terms. If you have been granted an explicit right to use Company’s intellectual property in a separate written agreement, you agree that such use shall be in compliance with both these Terms and that agreement. You agree that you shall not remove, obscure, or alter any proprietary rights notices, including copyright and trademark notices, which may be affixed to or contained within the Program. You agree that in using the Program, you will not use any trademark, service mark, trade name, or logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names, or logos. You are not allowed to modify, copy, distribute, reproduce, republish, create derivatives based upon, sell, display, rent, lease, loan, or trade any of the Company’s intellectual property or Property content, whether in whole or in part, without the prior written permission from Company or the rightful intellectual property owner.

ARTICLE VI PROHIBITED USES

6.1. You shall not use the Program: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Program, other websites, related websites, or the Internet; (h) to collect or track the personal information of others except as specified in these Terms; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; or (j) for any obscene or immoral purpose.

6.2. In addition to other prohibitions as set forth in these Terms, you shall not: (a) decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, or create derivative works based on the whole or any part of the Program, for any purpose whatsoever; (b) modify, adapt, improve, or create any derivative work from the Program or any part thereof or permit the Program or any part of the Program to be combined with or become incorporated in any other programs; (c) remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of Company or its affiliates, partners, or suppliers; (d) use the Program in a manner that derives revenue directly from the Program, or use the Program for any other purpose for which it is not designed or intended; (e) make the Program available over a network or other environment permitting access or use by multiple devices or users at the same time; (f) use the Program for creating a product, service or software that is, directly or indirectly, competitive with or in any way a substitute for the Program, product, service, or software offered by Company; (g) use the Program to send automated queries to any website or to send any unsolicited commercial text messages; (h) use any proprietary information, interfaces or other intellectual property of Company, or its affiliates, partners, or suppliers in the design, development, manufacture, licensing or distribution of any applications, accessories or devices for use with the Program; (i) circumvent, disable or tamper with any security-related components or other protective measures applicable to the Program or your device; (j) reproduce, archive, retransmit, distribute, disseminate, sell, lease, rent, exchange, modify, broadcast, synchronize, publicly perform, publish, publicly display, make available to third parties, transfer or circulate the Program; (k) copy, reproduce, reuse, upload, post, transmit, or distribute any content presented in or provided by the Program, including, without limitation, for public or commercial purposes, including any text, images, audio, and video; (l) rent, lease, sub-license, loan, distribute, time-share, or translate the Program in any way; (m) sell, resell, or exploit the Program in whole or in part (including object and source code), in any form to any person or entity; or (n) use the Program in a way that could damage, disable, overburden, impair, or compromise our systems or security or interfere with other users, or restrict or inhibit any other user from using the Program.

6.3. Notwithstanding anything to the contrary in these Terms, we reserve the right to terminate your use of the Program for committing any of the prohibited uses.

ARTICLE VII ACCOUNT INFORMATION AND PAYMENTS

7.1. In order to access and use most aspects of the Program, you must register for and maintain an active personal user services account ("Account"). You may be asked to supply certain information relevant to your Account or purchase, including, without limitation, your name, e-mail address, your credit card number, the expiration date of your credit card, and your billing address. You represent and warrant that: (a) you have the legal right to use any credit card(s) or other payment method(s) in connection with any Account or purchase; and (b) the information you supply is true, correct, and complete. The Program may employ the use of third-party services for the purpose of facilitating payment and the completion of purchases. By submitting your information, you grant us the right to provide the information to these third parties subject to our Privacy Policy.

7.2. You agree to maintain accurate, complete, and up-to-date information on your Account, including but not limited to, a valid phone number, address and payment method. You agree to promptly update your Account and other information, including but not limited to, your email address, billing address, and credit card number and expiration date, so that we can complete your transactions and contact you as needed. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your Account. You are responsible for maintaining the confidentiality of your Account and password, including, but not limited to, the restriction of access to your device(s) or Account. You agree to accept responsibility for any and all activities or actions that occur under your Account and/or password. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your Account or billing information. You may not use the billing information or identity of another person or entity without our prior proper authorization. We reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders/bookings in our sole and absolute discretion without notice.

7.3. You agree to pay all fees and charges associated with your Account on a timely basis and according to the fee schedule, the terms and the rates as published in these Terms or on our website. By providing us with your payment information you authorize us to bill and charge you through that payment method and you agree to maintain valid payment information on your Account. Subject to Section 3.5 herein, all fees and charges paid or incurred by you under these Terms are non-refundable. If you have any concerns about a bill or a payment, please contact us immediately.

ARTICLE VIII THIRD-PARTY LINKS

8.1. Certain content, advertisements, recommendations, information, products, and services available via our Program may include materials from or links to third-party websites or services, which are not controlled or owned by us. Third-party links may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating their content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials, websites, or for any other materials, products, or services of third parties. We have no control over and assume no responsibility for the content, privacy policies, or practices of any third-party websites or services. We do not warrant the offerings of any third-party providers or their websites.

8.2. You acknowledge and agree that we shall not be liable, whether directly or indirectly, for any harm, loss, or damages caused or alleged to be caused by or in connection with your use or reliance on such content, goods, resources, transactions, or services available on or through any third-party websites. We strongly advise you to review carefully any third-party's policies, terms, conditions, and practices before you engage in any transaction. Complaints, claims, concerns, or questions regarding thirdparty products or services should be directed to the third-party.

ARTICLE IX PERSONAL INFORMATION AND COLLECTION OF LOCATION

9.1. Your submission of personal information through the Program is governed by our Privacy Policy. Please review our Privacy Policy for more detailed information.

9.2. The Program may access and use your device location information for our analysis of geographic dispersion of our Program based on the area where your device is located. In addition, this Program collects and uses your name, address, email address, phone number, IP Address, cookie data, and device information (such as OS, browser user agent string). It is your responsibility to keep your device and access to the Program secure. If you access the Program from locations outside the United States, you do so on your own initiative and are responsible for the consequences and for compliance with all applicable laws.

ARTICLE X ERRORS, INACCURACIES, AND OMISSIONS

10.1. Occasionally there may be information in our Program that contains typographical errors, inaccuracies or omissions that may relate to the Data, service descriptions, pricing, promotions, offers, charges, and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders/bookings if any Data or information in the Program is inaccurate at any time without prior notice (including after you have submitted your order). We undertake no obligation to update, amend or clarify information in the Program, including, without limitation, Data or pricing information. No specified update or refresh date applied, should be taken to indicate that all information in the Program has been modified or updated. We will make good faith reasonable efforts to refresh and update the Data available through the Program monthly.

ARTICLE XI DISCLAIMER OF WARRANTIES

11.1. YOUR USE OF THE PROGRAM, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN THE PROGRAM, AND ANY PROGRAM-RELATED SERVICE THAT IS PROVIDED TO YOU, IS AT YOUR SOLE RISK. THE PROGRAM, INCLUDING ANY DATA, CONTENT, SOFTWARE OR INFORMATION CONTAINED WITHIN THE PROGRAM AND ANY PROGRAM-RELATED SERVICE, IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE AND OUR LICENSORS, AND OTHER RELATED PARTIES, AND THEIR RESPECTIVE OFFICERS, AGENTS, REPRESENTATIVES, MEMBERS, MANAGERS, AND EMPLOYEES, EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, STATUTORY OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY OF DATA, SATISFACTORY QUALITY, AND NON-INFRINGEMENT. BECAUSE SOME JURISDICTIONS MAY NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, SOME OF THESE EXCLUSIONS MAY NOT APPLY TO YOU.

11.2. NEITHER WE NOR OUR LICENSORS, AND OTHER RELATED PARTIES, OR THEIR RESPECTIVE OFFICERS, AGENTS, MEMBERS, MANAGERS, REPRESENTATIVES, AND EMPLOYEES MAKE ANY REPRESENTATION OR WARRANTY THAT: (a) THE PROGRAM WILL MEET YOUR REQUIREMENTS; (b) MATERIALS, SOFTWARE, DATA OR CONTENT AVAILABLE FROM THE PROGRAM ARE FREE OF INFECTION OR VIRUSES, WORMS, TROJAN HORSES, OR OTHER CODE THAT MANIFESTS CONTAMINATING OR DESTRUCTIVE PROPERTIES; (c) THE PROGRAM WILL BE UNINTERRUPTED, TIMELY, SECURE (INCLUDING FREE FROM UNAUTHORIZED ACCESS), PROVIDE CONTINUOUS STORAGE OR ACCESS, OR ERROR-FREE; (d) THE RESULTS OR INFORMATION THAT MAY BE OBTAINED FROM THE USE OF THE PROGRAM WILL BE ACCURATE, COMPLETE, CURRENT, OR RELIABLE; (e) THE QUALITY OF ANY SERVICES, PRODUCTS, SOFTWARE, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PROGRAM WILL MEET YOUR EXPECTATIONS; AND (f) ANY ERRORS IN OUR PROGRAM WILL BE CORRECTED.

11.3. ANY MATERIAL DOWNLOADED, UPLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PROGRAM IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR BUSINESS OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR UPLOAD OF ANY SUCH MATERIAL OR THE USE OF THE PROGRAM.

11.4. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE PROGRAM SHALL CREATE ANY WARRANTY. ADVICE OR INFORMATION RECEIVED BY MEANS OF THE PROGRAM SHOULD NOT BE RELIED UPON FOR SIGNIFICANT PERSONAL, BUSINESS, MEDICAL, LEGAL OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR PARTICULAR SITUATION.

11.5. ALL COMMENTS AND MATERIALS PROVIDED BY THE COMPANY AND THE PROGRAM ARE FOR INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE CONSTRUED AS BUSINESS ADVICE OF ANY KIND REGARDING THE USE OF THE PROGRAM. THE COMPANY DOES NOT PROVIDE BUSINESS ADVICE OR FINANCIAL ADVICE OF ANY KIND. THE COMPANY DOES NOT GUARANTEE OR EVEN SUGGEST ANY MONETARY RETURN. YOU AGREE AND ACKNOWLEDGE THAT YOU SHOULD CONDUCT YOUR OWN DUE DILIGENCE AND CONSULT YOUR PROFESSIONAL BUSINESS ADVISORS BEFORE MAKING ANY DECISIONS ON USING THE PROGRAM.

11.6. THE COMPANY WILL STRIVE TO ENSURE ACCURACY OF INFORMATION PROVIDED THROUGH THE PROGRAM. ALL INFORMATION PROVIDED THROUGH THE PROGRAM IS TO BE CONSUMED AND USED AT YOUR OWN RISK.

ARTICLE XII LIMITATION OF LIABILITY AND INDEMNIFICATION

12.1. By accessing this Program, you accept personal responsibility for the results of your actions and the actions of any party that uses your Membership to access the Program, including any unauthorized use pursuant to Section 7.2. You further agree to take full responsibility for any harm or damage you suffer as a result of the use, or non-use, of the information available in this Program or the services or resources available through this Program.

12.2. IN NO EVENT SHALL WE OR OUR EMPLOYEES, OFFICERS, MEMBERS, MANAGERS, REPRESENTATIVES, SUPPLIERS, LICENSORS, AND AGENTS BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS, OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH: (a) THE USE OR INABILITY TO USE THE PROGRAM, DATA OR THE CONTENT, MATERIALS, SOFTWARE, INFORMATION OR TRANSACTIONS PROVIDED ON OR THROUGH THE PROGRAM; (b) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE PROGRAM OR THE CONTENT, DATA, MATERIALS, SOFTWARE, INFORMATION, PRODUCTS, OR SERVICES ON OR AVAILABLE THROUGH THE PROGRAM; (c) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY PRODUCTS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE PROGRAM; (d) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (e) STATEMENTS OR CONDUCT OF ANY THIRD PARTY IN THE PROGRAM; (f) THE DELAY OR FAILURE IN PERFORMANCE RESULTING FROM AN ACT OF FORCE MAJEURE, INCLUDING, WITHOUT LIMITATION, ACTS OF GOD, NATURAL DISASTERS, COMMUNICATIONS FAILURE, GOVERNMENTAL ACTIONS, PANDEMICS, WARS, STRIKES, LABOR DISPUTES, RIOTS, SHORTAGES OF LABOR OR MATERIALS, VANDALISM, TERRORISM, NON-PERFORMANCE OF THIRD PARTIES OR ANY REASONS BEYOND THEIR REASONABLE CONTROL; OR (g) ANY OTHER MATTER RELATING TO THE PROGRAM, EVEN IF WE OR OUR AUTHORIZED REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE PROGRAM OR PROGRAMRELATED SERVICES IS TO STOP USING THE PROGRAM AND/OR THOSE SERVICES. WE ARE NOT RESPONSIBLE OR LIABLE FOR YOUR ILLEGAL, UNAUTHORIZED, OR IMPROPER USE OF INFORMATION TRANSMITTED, MONITORED, STORED, OR RECEIVED USING THE PROGRAM.

12.3. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OF LIABILITY, IMPLIED WARRANTIES, OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES SET FORTH ABOVE, SO THIS LIMITATION OF LIABILITY MAY NOT APPLY TO YOU. IF ANY PART OF THIS LIMITATION ON LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF US UNDER SUCH CIRCUMSTANCES FOR LIABILITIES THAT OTHERWISE WOULD HAVE BEEN LIMITED SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100.00).

12.4. You agree to indemnify, defend and hold Company, as well as our officers, directors, managers, members, employees, contractors, representatives, and agents, harmless from and against any and all losses, damages, settlements, costs, fees, penalties, causes of action, third party claims, expenses, and all other liabilities, including, but not limited to, attorney’s fees and legal costs, arising out of, related to, or in connection with: (a) your use of the Program, or your connection to the Program; (b) any material or any other content or information that you provide; (c) your violation or breach of any of these Terms; (d) non-payment for any of the services, information or Data which were provided through the Program; and/or (e) your tortious misconduct, including, but not limited to, fraud, misrepresentation, and any other tort or your violation of any law or the rights of any third-party. These obligations will survive any termination of your relationship with us or your use of the Program. We reserve the right to assume the defense and control of any matter subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses. You expressly agree to provide us with any such assistance, free of charge, as we may reasonably request with respect to any such defense, including, without limitation, providing us with such information, documents, records, and reasonable access to you as we deem necessary. You shall not settle any third-party claim or waive any defense without our prior written consent which shall be in our sole and absolute discretion.

ARTICLE XIII SEVERABILITY

13.1. In the event that any provision of these Terms is determined to be unlawful, void, or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms, and any such determination shall not affect the validity and enforceability of any other remaining provisions.

ARTICLE XIV TERMINATION

14.1. The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of these Terms for all purposes. We may terminate or suspend your Account, your access to the Program, or these Terms at any time without prior notice or liability in our sole and absolute discretion for any reason whatsoever, including, but not limited to, your violation of any provision of these Terms. Notwithstanding any termination of these Terms, you will remain liable for all amounts due and outstanding up to and including the date of termination. All provisions of these Terms which by their nature are intended to survive the termination shall survive the termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

ARTICLE XV NO WAIVER; ENTIRE AGREEMENT; AMBIGUITIES

15.1. The failure of us to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. These Terms, other applicable terms and conditions, and any policies or operating rules posted by us in respect to our Program constitutes the entire agreement and understanding between you and us and govern your use of the Program, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of these Terms). Any ambiguities in the interpretation of these Terms shall not be construed against the drafting party.

ARTICLE XVI GOVERNING LAW; JURISDICTION; ATTORNEY’S FEES; JURY TRIAL

16.1. These Terms are governed by and construed in accordance with the laws of the State of Florida without giving effect to any conflict of law principles. ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THESE TERMS, THE RELATIONSHIP RESULTING IN OR FROM THESE TERMS OR BREACH OF ANY DUTIES HEREUNDER MUST BE SETTLED BY ARBITRATION in accordance with the Arbitration Rules of the American Arbitration Association (“AAA”) which may be found at www.adr.org. All hearings will be held in Miami, Florida before an arbitrator who is a licensed attorney in the state of Florida with at least fifteen (15) years of applicable experience. A judgment upon the award rendered by the arbitrator shall be entered in a Court with competent jurisdiction. The Federal Arbitration Act (Title 9 U.S. Code Section 1 et. seq.) shall govern all arbitration and confirmation proceedings. As a condition precedent to the filing of an arbitration claim, the parties agree to first mediate any claims between the parties hereto. Any party refusing to mediate shall not prevent the other party or parties from pursuing their claims in arbitration. Nothing herein will be construed to prevent any party’s use of injunction, or any other prejudgment or provisional action or remedy and any such action or remedy will not waive the moving party’s right to compel arbitration of any dispute. The parties agree to also meet and negotiate in good faith in order to resolve any disputes which may arise between them under these Terms. The parties agree that the prevailing party shall not be responsible for any costs or fees associated with such arbitration, and that the non-prevailing party shall pay all associated costs, including the reasonable attorney’s fees and legal costs of the prevailing party.

16.2. TO THE EXTENT PERMITTED BY APPLICABLE LAWS, YOU AND COMPANY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE PROGRAM MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

16.3. YOU HEREBY WAIVE ANY RIGHT TO JURY TRIAL IN CONNECTION WITH ANY ACTION OR LITIGATION IN ANY WAY ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE PROGRAM.

ARTICLE XVII CHANGES TO TERMS

17.1. You can review the most current version of these Terms at any time on this page. We reserve the right, at our sole discretion, to update, change, modify, or replace all or any part of these Terms by posting updates and changes to our Website. It is your responsibility to check our Website periodically for changes. Your continued use of or access to our Website or our Program following the posting of any changes to these Terms constitutes your express acceptance of those changes.