TERMS AND CONDITIONS OF WEBSITE AND PRODUCTS USE (INCLUDING SOFTWARE LICENSES) Welcome to our website (“Site”). By using our Site and/or Products, you are agreeing to comply with and be bound by the following terms of use. Please review the following terms carefully. By accessing and using this Site, and/or by opening, downloading, installing, executing, copying or otherwise using any Dr Jeff Software product, you agree to be bound by the terms and conditions provided herein. If you do not agree to these terms, you should not use this Site or purchase/use the software Products offered on it. The term “Dr Jeff Software” or “us” or “we” or “our” refers to DR JEFF SOFTWARE™ COMPANY, the owner of the Site and its Products. The term “you” refers to the viewer of our Site and/or user of our Products. 1. Acceptance of Agreement. You agree to the terms and conditions outlined in this Terms of Use Agreement ("Agreement") with respect to our Site and/or Products (the "Site and/or Products "). This Agreement constitutes the entire and only agreement between us and you, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Site and/or Products, the content, products or services provided by or through the Site and/or Products, and the subject matter of this Agreement. This Agreement may be amended at any time by us from time to time without specific notice to you. The latest Agreement will be posted on the Site and/or Products, and you should review this Agreement prior to using the Site and/or Products. Your rights under this License Agreement are effective until terminated. Your rights will automatically terminate, without notice from us, if you fail to comply any term(s) of this License. Upon termination of this License, you shall cease all use of Dr Jeff Software products and destroy all copies, full or partial, thereof. 2. Copyright. The content, organization, graphics, design, compilation, magnetic translation, digital conversion and other matters related to the Site and/or Products are protected under applicable copyrights, trademarks and other proprietary (including but not limited to intellectual property) rights. The copying, redistribution, use or publication by you of any such matters or any part of the Site and/or Products, except as allowed by Section 4 below, is strictly prohibited. You do not acquire ownership rights to any content, document or other materials viewed through the Site and/or Products. The posting of information or materials on the Site and/or Products does not constitute a waiver of any right in such information and materials. Some of the content on the Site and/or Products is the copyrighted work of third parties. 3. Service and other Trademarks. “Dr Jeff Software™” and others are our registered or unregistered trademarks or service marks. Other product and company names mentioned on the Site and/or Products may be trademarks of their respective owners. 4. Limited License; Permitted Uses. (a) Site and/or Products License. You are granted a non-exclusive, non- transferable, revocable license (i) to access and use the Site and/or Products strictly in accordance with this Agreement and the separate End User License Agreement; (ii) to use the Site and/or Products solely for internal, personal, non-commercial purposes; and (c) to print out discrete information from the Site and/or Products solely for internal, personal, non-commercial purposes and provided that you maintain all copyright and other policies contained therein. No print out or electronic version of any part of the Site and/or Products or its contents may be used by you in any litigation or arbitration matter whatsoever under any circumstances. (b) Software License. Dr Jeff Software maintains a separate “End User License Agreement” (“EULA”), available on our website, which constitutes the entire software license applicable to all Dr Jeff Software products. The most current version of said document, as posted on our website, supersedes all prior versions, and all users are bound by its terms in perpetuity, unitl the agreement is cancelled by the user via return or destruction of all product materials. 5. Restrictions and Prohibitions on Use. Your license for access and use of the Site and/or Products and any information, materials or documents (collectively defined as “Content and Materials”) therein are subject to the following restrictions and prohibitions on use: You may not (a) copy, print (except for the express limited purpose permitted by Section 4 above), republish, display, distribute, transmit, sell, rent, lease, loan or otherwise make available in any form or by any means all or any portion of the Site and/or Products or any Content and Materials retrieved therefrom; (b) use the Site and/or Products or any materials obtained from the Site and/or Products to develop, of as a component of, any information, storage and retrieval system, database, information base, or similar resource (in any media now existing or hereafter developed), that is offered for commercial distribution of any kind, including through sale, license, lease, rental, subscription, or any other commercial distribution mechanism; (c) create compilations or derivative works of any Content and Materials from the Site and/or Products; (d) use any Content and Materials from the Site and/or Products in any manner that may infringe any copyright, intellect- ual property right, proprietary right, or property right of us or any third parties; (e) remove, change or obscure any copyright notice or other proprietary notice or terms of use contained in the Site and/or Products; (f) make any portion of the Site and/or Products available through any timesharing system, service bureau, the Internet or any other technology now existing or developed in the future; (g) remove, decompile, disassemble or reverse engineer any Site and/or Products software or use any network monitoring or discovery software to determine the Site and/or Products architecture; (h) use any automatic or manual process to harvest information from the Site and/or Products; (i) use the Site and/or Products for the purpose of gathering information for or transmitting (1) unsolicited commercial email; (2) email that makes use of headers, invalid or nonexistent domain names, or other means of deceptive addressing; and 3) unsolicited telephone calls or facsimile transmissions; (j) use the Site and/or Products in a manner that violates any state or federal law regulating email, facsimile transmissions or telephone solicitations; and (k) export or re-export the Site and/or Products or any portion thereof, or any software available on or through the Site and/or Products, in violation of the export control laws or regulations of the United States. 6. Software and Other Content We may make available through the Site and/or Products or through other Websites and/or Products sample and actual forms, checklists, business documents and legal documents (collectively, “Documents”). All Documents are provided on a non- exclusive license basis only for your personal one-time use for non-commercial purposes, without any right to re-license, sublicense, distribute, assign or transfer such license. Documents are provided for a charge and without any representations or warranties, express or implied, as to their suitability, legal effect, completeness, currentness, accuracy, and/or appropriateness. (Refer to section 16 for disclaimers.) The Documents may be inappropriate for your particular circumstances. Furthermore, state laws may require different or additional provisions to ensure the desired result. You should consult with legal counsel to determine the appropriate legal or business documents necessary for your particular transactions, as the Documents are only samples and may not be applicable to a particular situation. 7. No Formal Advice or other Relationship. Information contained on or made available through the Site and/or Products is not intended to and does not constitute formal advice, recommendations, mediation or counseling under any circumstance and no confidential, joint-venture, partnership or other formal or informed relationship is formed by virtue of accessing/using the Site and/or Products or any software offered and licensed to User. We do not warrant or guarantee the accurateness, completeness, adequacy or currency of the information contained in or linked to the Site and/or Products. Your use of information on the Site and/or Products or materials linked to the Site and/or Products is entirely at your own risk. We are not a law firm and the Site and/or Products is not a lawyer referral service. 8. Linking to or from the Site and/or Products. You may provide links to the Site and/or Products, as we may from the Site and/or Products, provided (a) that you do not remove or obscure, by framing or otherwise, advertisements, the copyright notice, or other notices on the Site and/or Products, (b) your Site and/or Products does not engage in illegal or pornographic activities, and (c) you discontinue providing links to the Site and/or Products immediately upon request by us. 9. Advertisers. The Site and/or Products may contain advertising and sponsorships. Advertisers and sponsors are responsible for ensuring that material submitted for inclusion on the Site and/or Products is accurate and complies with applicable laws. We are not responsible for the illegality or any error, inaccuracy or problem in the adver- tiser’s or sponsor’s materials. 10. Registration. Certain sections of, or offerings from, the Site and/or Products may require you to register. If registration is requested, you agree to provide us with accurate, complete registration information. Your registration must be done using your real name and accurate information. Each registration is for your personal use only and not on behalf of any other person or entity. We do not permit (a) any other person using the registered sections under your name; or (b) access through a single name being made available to multiple users on a network. You are responsible for preventing such unauthorized use. 11. Errors, Corrections and Changes. We do not represent or warrant that the Site and/or Products will be error-free, free of viruses or other harmful components, or that defects will be corrected. We do not represent or warrant that the information available on or through the Site and/or Products will be correct, accurate, timely or otherwise reliable. We may make changes to the features, functionality or content of the Site and/or Products at any time. We reserve the right in our sole discretion to edit or delete any information or other content appearing on the Site and/or Products. We may revise this Agreement from time to time, at our discretion, including but not limited to the terms and conditions for use of the Site and/or Products or the licensed software. You agree to be bound by any such future revisions if you wish to continue to use the Site and/or Products or the licensed Software. 12. Third Party Content. Third party content may appear on the Site and/or Products or may be accessible via links from the Site and/or Products. We are not responsible for and assume no liability for any mistakes, misstatements of law, defamation, omissions, falsehood, obscenity, pornography or profanity in the statements, opinions, representations or any other form of content on the Site and/or Products. You understand that the information and opinions in the third party content represent solely the thoughts of the author and is neither endorsed by nor does it necessarily reflect our belief. 13. Unlawful Activity. We reserve the right to investigate complaints or reported violations of this Agreement and to take any action we deem appropriate, including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to your profile, email addresses, usage history, posted materials, IP addresses and traffic information. 14. Indemnification. You agree to indemnify, defend and hold us and our partners, agents, officers, directors, employees, subcontractors, successors, assigns, third party suppliers of information and documents, attorneys, advertisers, product and service providers, and affiliates (collectively, "Affiliated Parties") harmless from any liability, loss, claim and expense, including reasonable attorney's fees, related to your violation of this Agreement or use of the Site and/or Products. 15. Non-Transferable. Your right to use the Site and/or Products is not transferable or assignable. Any password or right given to you to obtain information or documents is not transfer- able or assignable. 16. Disclaimer THE INFORMATION, CONTENT AND DOCUMENTS FROM OR THROUGH THE SITE AND/OR PRODUCTS ARE PROVIDED "AS-IS," "AS AVAILABLE," WITH “ALL FAULTS”, AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE). THE INFORMA- TION AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. WE AND OUR AFFILIATED PARTIES HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF ANY INFORMATION OR SERVICE, EXCEPT AS PROVIDED IN SECTION 17(b). IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, WE AND OUR AFFILIATED PARTIES ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION AND LIMITATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU. THIS SITE AND/OR PRODUCTS AND THE PRODUCTS, SERVICES, DOCUMENTS AND INFORMATION PRESENTED WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE SITE AND/OR PRODUCTS OR OTHERWISE SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT. ALL RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES CAUSED BY VIRUSES CONTAINED WITHIN THE ELECTRONIC FILE IS EXPRESSLY DISCLAIMED. 17. Limitation of Liability (a) We and any Affiliated Party shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from (a) any errors in or omissions from the Site and/or Products or any services or products obtainable therefrom, (b) the unavailability or interruption of the Site and/or Products or any features thereof, (c) your use of the Site and/or Products , (d) the content contained on the Site and/or Products, or (e) any delay or failure in performance beyond the control of a Covered Party. (b) THE AGGREGATE LIABILITY OF US AND THE AFFILIATED PARTIES IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATING TO THE SITE AND/OR PRODUCTS AND/OR THE PRODUCTS, INFORMATION, DOCUMENTS AND SERVICES PROVIDED HEREIN OR HEREBY SHALL NOT EXCEED THE COST OF ANY PRODUCT THAT YOU MAY PURCHASE HERE AND THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH YOU MAY HAVE AGAINST US AND ANY AFFILIATED PARTY. 18. Use of Information. We reserve the right, and you authorize us, to the use and assignment of all information regarding Site and/or Products uses by you and all information provided by you in any manner consistent with our Privacy Policy. All remarks, suggestions, ideas, graphics, or other information communicated by you to us (collectively, a "Submission") will forever be our property. We will not be required to treat any Submission as confidential, and will not be liable for any ideas (including without limitation, product, service or advertising ideas) and will not incur any liability as a result of any similarities that may appear in our future products, services or operations. Without limitation, we will have exclusive ownership of all present and future existing rights to the Submission of every kind and nature everywhere. We will be entitled to use the Submission for any commercial or other purpose whatsoever, without compensation to you or any other person sending the Submission. You acknowledge that you are responsible for whatever material you submit, and you, not us, have full responsibility for the message, including its legality, reliability, appropriateness, originality, and copyright. 19. Third Party Service. We may allow access to or advertise certain third-party product or service providers ("Merchants") from which you may purchase certain goods or services. You understand that we do not operate or control the products or services offered by Merchants. Merchants are responsible for all aspects of order processing, fulfill- ment, billing and customer service. We are not a party to the transactions entered into between you and Merchants. You agree that use of or purchase from such Merchants is AT YOUR SOLE RISK AND IS WITHOUT WARRANTIES OF ANY KIND BY US, EXPRESSED, IMPLIED OR OTHERWISE INCLUDING WARRANTIES OF TITLE, FITNESS FOR PURPOSE, MERCHANTABILITY OR NON-INFRINGEMENT. UNDER NO CIRCUMSTANCES ARE WE LIABLE FOR ANY DAMAGES ARISING FROM THE TRANSACTIONS BETWEEN YOU AND MERCHANTS OR FOR ANY INFORMATION APPEARING ON MERCHANT SITE AND/OR PRODUCTS OR ON ANY OTHER SITE AND/OR PRODUCTS LINKED TO OUR SITE AND/OR PRODUCTS. 20. Third-Party Merchant Policies. All rules, policies (including Privacy Policies) and operating procedures of Merchants will apply to you while on any Merchant Site and/or Products. We are not responsible for information provided by you to Merchants. We and the Merchants are independent contractors and neither party has authority to make any representations or commitments on behalf of the other. 21. Privacy Policy Our Privacy Policy, as it may change from time to time, is a part of this Agreement. You must review this Privacy Policy by clicking on the appropriate link on our website and reading the posted text of the policy. 22. Payments. You represent and warrant that if you are purchasing something from us or from Merchants that (i) any credit information you supply is true and complete, (ii) charges incurred by you will be honored by your credit card company, and (iii) you will pay the charges incurred by you at the posted prices, including any applicable taxes. 23. Securities Laws. The Site and/or Products may include statements concerning our operations, prospects, strategies, financial condition, future economic performance and demand for our products or services, as well as our intentions, plans and objectives (particularly with respect to product and service offerings), that are forward- looking statements. These statements are based upon a number of assumptions and estimates which are subject to significant uncertainties, many of which are beyond our control. When used on our Site and/or Products, words like "anticipates," "expects," "believes," "estimates," "seeks," "plans," "intends," "will" and similar expressions are intended to identify forward-looking statements designed to fall within securities law safe harbors for forward-looking statements. The Site and/or Products and the information contained herein do not constitute an offer or a solicitation of an offer for sale of any securities. None of the information contained herein is intended to be, and shall not be deemed to be, incorporated into any of our securities-related filings or documents. 24. Links to other Website and/or Products. The Site and/or Products contains links to other Websites and/or Products. We are not responsible for the content, accuracy or opinions expressed in such Websites and/or Products, and such Websites and/or Products are not investigated, monitored or checked for accuracy or completeness by us. Inclusion of any linked Website and/or Products on our Site and/or Products does not imply approval or endorsement of the linked Website and/or Products by us. If you decide to leave our Site and/or Products and access these third-party Site and/or Products, you do so at your own risk. 25. Copyrights and Copyright Agents. We respect the intellectual property of others, and we ask you to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, whether under the terms of the Digital Millennium Copyright Act (“DMCA”) or otherwise, please provide our Copyright Agent the following information: a. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; b. A description of the copyrighted work that you claim has been infringed; c. A description of where the material that you claim is infringing is located on the Site and/or Products; d. Your address, telephone number, and email address; e. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and f. A statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. Our Copyright Agent for Notice of claims of copyright infringement on the Site and/or Products can be reached by directing an e-mail to the Copyright Agent at: info@drjeffsoftware.com The Site and/or Products contain information and press releases about us. We disclaim any duty or obligation to update this information or any press releases. Information about companies other than ours contained in the press release or other- wise, should not be relied upon as being provided or endorsed by us. 26. Legal Compliance. You agree to comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Site and/or Products and the Content and Materials provided therein. 27. Refund and Return Policy. To the extent that you purchase any goods or services directly from us, we will refund you your purchase price within thirty (30) days of you notifying us in writing of your desire for the refund, together with the reason for the request, with the product or service returned to us in substantially the same condition as when purchased or documented erasure/destruction of all files provided. Please note, however, that certain products and services mentioned on our Site and/or Products are sold by third parties or are linked to third party Website and/or Products, and we have no responsibility or liability for those products or services. You may request a refund, and you may obtain any additional information concerning our refund and return policy, including our mailing address, by contacting us at: service@drjeffsoftware.com 28. Information and Press Releases. This Site contains information and press releases about us. We disclaim any duty or obligation to update this information or any press release. Information about companies other than ours contained in the press releases or otherwise, should not be relied upon as being provided, verified or endorsed by us. 29. Miscellaneous. This Agreement, combined with the separate “EULA” agreement, constitutes the entire agreement between us, both in respect to the Site and/or Products and also any Software offered for use or license on the Site and/or Products. This Agreement shall be treated as though it were executed and performed in Los Angeles, California, and shall be governed by and construed in accordance with the laws of the State of California (without regard to conflict of law principles). Any cause of action by you with respect to the Site and/or Products (and/or any information, Documents, products or services related thereto) must be instituted within one (1) year after the cause of action arose or be forever waived and barred. All actions shall be subject to the limitations set forth in Section 16 and Section 17. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against any party. This Agreement and all incorporated agreements and your information may be automatically assigned by us in our sole discretion to a third party in the event of an acquisition, sale or merger. Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. To the extent that anything in or associated with the Site and/or Products is in conflict or inconsistent with this Agreement, this Agreement shall take precedence. Our failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision. Our rights under this Agreement shall survive any termination of this Agreement. 29. Arbitration. Any legal controversy or legal claim arising out of or relating to this Agreement or our services, excluding legal action taken by us to collect or recover damages for, or obtain any injunction relating to, Site and/or Product operations, intellectual property, and our services, shall be settled solely by binding arbitration in accordance with the commercial arbitration rules of JAMS. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Los Angeles, California, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either you or we may seek any interim or preliminary relief from a court of competent jurisdiction in Los Angeles, California necessary to protect the rights or property of you and us pending the completion of arbitration. Each party shall bear one-half of the arbitration fees and costs incurred through JAMS.