PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS SITE. InternetStrategyLabs.com, FranStats.com and SMBStats.com are fully owned domains by Internet Strategy Labs, Inc and are subject to the following Terms of Use set forth for Internet Strategy Labs, Inc and should be construed as the “Site” and/or “Subscription” and/or “Service”. By accessing and using this website at Internet Strategy Labs, Inc (“Site”), you (“User”) of this site includes anyone viewing this site alongside with you or computer screen sharing and any other method of viewing the content and format of the site, explicitly agree to comply with and be bound by the following Terms and Conditions (“Terms”). These Terms are a contract between you and Internet Strategy Labs, Inc and its subsidiaries and affiliates and apply to your use of and subscription (“Subscription” or “Service”) via the Site and supplement the Terms applicable to the Site BY ACCEPTING THESE TERMS, YOU ARE AGREEING TO BE LEGALLY BOUND BY ALL OF THE TERMS. Internet Strategy Labs, Inc provides its services subject to the following Terms of Use. By using the Service in any way, you are agreeing to comply with the Terms. Should you object to any portion of the Terms or become dissatisfied with the Service, or have any dispute with Internet Strategy Labs, Inc , your only recourse is to discontinue use of the Service. Internet Strategy Labs, Inc reserves the right to change or modify these Terms or any policy or guideline of the Site, at any time and in its sole discretion and you are responsible for regularly reviewing these Terms. Internet Strategy Labs, Inc may, but is not obligated to, provide you with other forms of notice of such changes; any changes or modification will be effective immediately upon posting of the revisions to the Site, and you waive any right you may have to receive specific notice of such changes or modifications. Your continued use of the Site following the posting of changes or modifications will confirm your acceptance of such changes or modifications. Please review these Terms periodically and check the version date for changes.PRIVACY:Upon your Subscription to Internet Strategy Labs, Inc , you’ll need to provide information, which may include personal information, such as your name, email address, mailing and billing address and credit card information. Such information will be subject to Internet Strategy Labs, Inc ’s Privacy Policy.ACCOUNT DATA, USERNAME AND PASSWORD:Once you sign up to become a User of the Service, you will setup a password and an account. You are entirely responsible for maintaining the confidentiality of your password and account information. Furthermore, you are entirely responsible for any and all activities which occur under your account. You may change your password at any time.Please (a) provide accurate, current and complete information as requested and prompted by any subscription forms when you subscribe to Internet Strategy Labs, Inc (b) maintain and promptly update account-related information you’ve provided to Internet Strategy Labs, Inc to keep the subscription account accurate, current and complete (c) accept all risks of unauthorized access to the information you provide to Internet Strategy Labs, Inc . If you have not already created a subscription account with Internet Strategy Labs, Inc when you subscribe to the Site you will be asked to create an account and choose a password. You are entirely responsible for maintaining the confidentiality of your password and you agree to maintain the security of your password. You agree not to use the account, username or password of another Internet Strategy Labs, Inc user at any time and agree to notify Internet Strategy Labs, Inc immediately if you suspect any unauthorized use of your account or access to your password. You are solely responsible for any and all use of your account. To ensure Internet Strategy Labs, Inc can provide high-quality services that are responsive to your needs, you understand that Internet Strategy Labs, Inc representatives or other parties will have access to your account and usage information and may review and use such account and usage information as it determines appropriate in its sole discretion, including without limitation as reasonably needed to investigate complaints, to provide the Internet Strategy Labs, Inc Service to you, or for such other purposes as contemplated in Internet Strategy Labs, Inc ’s Privacy Policy.REPRESENTATIONS AND WARRANTIES:• You hereby represent, warrant and covenant to Internet Strategy Labs, Inc that:• You have the full right, power and authority to enter into this Agreement• You will comply with all applicable local, state and federal laws, ordinances, regulations and orders with respect to Submissions, including without limitation the Fair Housing Act• Your Submissions will not infringe upon or violate the rights of any third party• All information provided by you in connection with the Internet Strategy Labs, Inc Service will be true and correct• You will only provide Submissions related to real estate listings for which you have a valid andCONTENT SUBMISSIONS:You understand that you are solely responsible for any messages, reviews, text, photos, videos, graphics, code or other content or materials (“Content”) that you post, submit, publish, display or link to on the Site or send to other Internet Strategy Labs, Inc users. You agree not to post, submit or link to any Content or material that infringes, misappropriates or violates the rights of any third party, including without limitation the copyright, trademark, trade secret, patent, publicity, privacy or other intellectual property rights of any third party or that is in violation of any Federal, State or local law, rule or regulation, including Fair Housing Laws. You also agree not to post, submit or link to any Content that is defamatory, obscene, pornographic, indecent, harassing, threatening, abusive, inflammatory or fraudulent or that is purposely false or misleading. Without limiting the foregoing, you will at all times adhere to the Internet Strategy Labs, Inc Community Guidelines, which are incorporated into these Terms and that your Submissions will not include:• Any threatening, defamatory, abusive, obscene, pornographic, inappropriate, unlawful or profane material or any other material that could give rise to any civil or criminal liability under applicable law• Any material that could infringe rights of privacy, publicity, copyrights or other intellectual property rights without the permission of the owner of these rights and the persons (or their parents or legal guardians, where applicable) who are shown in the material, if applicable• Any material that promotes bigotry, racism, hatred or harm against any individual or group or that otherwise violates any of the GuidelinesYou agree that by posting content, you are granting Internet Strategy Labs, Inc a royalty-free, perpetual, irrevocable and fully sub-licensable license to publish, reproduce, distribute, display, adapt and otherwise use this content in any manner on or in connection with the Site or in the course of offering the Services. You understand and agree that any content that you post or submit to Internet Strategy Labs, Inc may be redistributed through the internet and other media channels and may be viewed by the general public. You waive any moral rights you may have with respect to such Content. You understand that the Content is distributed through third parties. During the submission process you have an opportunity to elect or opt-out from distribution by Internet Strategy Labs, Inc ’s distribution partners. You hereby agree to the terms of use and terms of service imposed by such third parties. Internet Strategy Labs, Inc makes no assurances that such third parties will use, display or distribute your Content and has no liability to you with respect to the performance of such third parties.You understand that Internet Strategy Labs, Inc does not approve or control the Content posted by others and instead simply provides a service by allowing users to access information that has been made available by others. As a provider of interactive services, Internet Strategy Labs, Inc is not liable for any statements, representations or Content provided by its Users on the Site or in connection with the Services. Internet Strategy Labs, Inc assumes no responsibility for monitoring the Site or the Services for appropriate Content or conduct and has no obligation to screen, edit or remove any of the Content. However, Internet Strategy Labs, Inc reserves the right, in its sole discretion and without notice, to monitor, screen, edit or remove any Content at any time and for any reason or for no reason. Internet Strategy Labs, Inc , nonetheless assumes no responsibility for such Content or for the conduct of the User submitting any such Content. Enforcement of these Terms is solely in our discretion, and failure to enforce the Terms in some instances does not constitute a waiver of our right to enforce them in other instances. In addition, these Terms do not create any private right of action on the part of any third party or any reasonable expectation that the Site will not contain any content that is prohibited by these Terms. You understand that Internet Strategy Labs, Inc does not endorse or warrant any particular content or information available via the Site or guarantee the accuracy, integrity or quality of such content or information. Additionally, we cannot guarantee the authenticity of any data which Users may provide about themselves. You acknowledge that by using the Service, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will Internet Strategy Labs, Inc be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Site or the Service. You use the Site and the Services at your own risk.USE OF CONTENT OF OTHERS:You understand that Internet Strategy Labs, Inc does not control and is not responsible for Content made available through its Service. Internet Strategy Labs, Inc does not monitor the Content and does not guarantee the accuracy, quality or integrity of the Content. You acknowledge that you may be exposed to Content that is offensive, indecent, inaccurate, misleading, or otherwise objectionable. You agree that you bear all risks associated with the use of any Content and that under no circumstances will Internet Strategy Labs, Inc be liable in any way for any Content or for any loss or damage of any kind incurred as a result of the use of any Content. You may not disassemble, reverse engineer, distribute, license or create derivative works from any of the Content on the Service.REMOVAL OF CONTENT:Internet Strategy Labs, Inc shall have the right (but not the obligation) in its sole discretion to refuse, delete or move any Content for any reason. Internet Strategy Labs, Inc is not responsible for and has no obligation to review, edit or comment on, the Content of Submissions provided by Internet Strategy Labs, Inc Users. However, Internet Strategy Labs, Inc reserves the right in its discretion to (a) delete, disable access to, move or edit Submissions in its sole discretion for any reason or no reason or (b) take any other action that Internet Strategy Labs, Inc deems necessary relating to use or misuse of the Internet Strategy Labs, Inc Service. You hereby grant to Internet Strategy Labs, Inc a non-exclusive, royalty-free license to use, publish, copy, modify, transmit, display and distribute your Submissions in connection with the Internet Strategy Labs, Inc Service. In addition, you warrant that all moral rights in any Submissions and uploaded materials have been waived and do hereby waive any such moral rights.THIRD PARTY SITES:Internet Strategy Labs, Inc may provide third party content on the Site and may provide links to Web pages and content of third parties (collectively the “Third Party Content”) as a service to those interested in this information only as a convenience and the inclusion of any link does not imply affiliation, endorsement or adoption by us or the Site or any information contained therein. Internet Strategy Labs, Inc does not monitor or have any control over any Third Party Content or third party Websites. Any opinions, advice, statements, services, offers or other information or content expressed or made available by third parties, including information providers and users, are those of the respective author(s) or distributor(s) and not Internet Strategy Labs, Inc . In many instances, the content available through this Site represents the opinions and judgments of the respective information providers or users. Internet Strategy Labs, Inc does not imply affiliation, endorsement, or adoption by us of the Site or any information contained therein. Internet Strategy Labs, Inc is not responsible or liable for the contents of any linked site. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any of these third parties. When leaving this Site, you should be aware that our Terms are no longer governed and therefore, you should review the applicable terms and policies, including privacy and data gathering practices, of that site. Users use such Third Party Content contained therein at their own risk.RESTRICTIONS OF USE OF LEAD INTENTION:Internet Strategy Labs, Inc may send you leads with personal information of individuals who filled out a profile form on our Site. You may not rent or sell this personal information to other companies. You may not spam, harass or otherwise use the personal information in any illegal or unwanted manner or in a way that reflects poorly on Internet Strategy Labs, Inc .INDEMNITY:You agree to defend, indemnify and hold Internet Strategy Labs, Inc and its subsidiaries, affiliates, officers, directors, agents, licensors, suppliers co-branders or other partners and employees, harmless from any claim, liabilities, expense, losses or costs, including reasonable attorneys’ fees, due to or arising out of or related to your any Content you post, store, or otherwise transmit on or through the Site or your use of the Site and the Service, including, without limitation, any actual or threatened suit, demand, or claim made against Internet Strategy Labs, Inc arising out of or relating to the Content, your conduct, your violation of these Terms (including a breach of the representations and warranties) or your violation of the terms of any partner of Internet Strategy Labs, Inc or any violation of any laws or third party rights or your violation of the rights of any third party.MODIFICATION OF SERVICE:Internet Strategy Labs, Inc reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service or a portion or attribute thereof or the offering of any information, good, content, product or service with or without notice. You agree that Internet Strategy Labs, Inc shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.TERMINATION OF SERVICE:You agree that Internet Strategy Labs, Inc , in its sole discretion, may terminate your password, use of the Service or use of any other Internet Strategy Labs, Inc service and remove and discard any Content within the Service, for any reason, including, without limitation, for lack of use or if Internet Strategy Labs, Inc believes that you may have violated or acted inconsistently with these Terms. You agree that any termination of your access to the Service may be effected without prior notice and acknowledge and agree that Internet Strategy Labs, Inc may immediately deactivate or delete your Content postings and all related information and files and/or bar any further access to such files or the Service. Further, you agree that Internet Strategy Labs, Inc shall not be liable to you or any third-party for any termination of your access to the Service.If you violate any of these Internet Strategy Labs, Inc Terms, Internet Strategy Labs, Inc may, in addition to any other rights and remedies it may have, immediately terminate your subscription account or Internet Advertising service to Internet Strategy Labs, Inc without any notice or other action by Internet Strategy Labs, Inc . In the event of such termination, no amounts that you may have prepaid for use of Internet Strategy Labs, Inc Service/Site will be refunded.You will have the right to cancel the Internet Strategy Labs, Inc subscription or Internet Advertising service at any time by notifying Internet Strategy Labs, Inc in writing. If you choose to do so, you recognize that it will be cancelled at the end of your billing month, along with your profile. Additionally, if applicable, while you will no longer be billed, no amount that you may have prepaid for use of the Site will be refunded. If Internet Strategy Labs, Inc discontinues the Internet Advertising service or cancels your subscription thereto other than for a breach or violation of these Internet Strategy Labs, Inc Terms, Internet Strategy Labs, Inc will either, at its sole option, continue to provide the Internet Strategy Labs, Inc Service for the remainder of your Subscription Term or Internet Advertising service (up to a maximum of thirty (30) days), no refund or prorated returns are available.AGE REQUIREMENT:The Website, Internet Strategy Labs, Inc is not intended for children under the age of 13. If you are under 13 years of age, then please do not use the Website or any services offered on the Website. By using the Website, you represent that you are not under the age of 13. Talk to your parent or guardian about what sites are appropriate for you.DISCLAIMER OF WARRANTIES:YOU EXPRESSLY UNDERSTAND AND AGREE THAT (a) YOUR USE OFTHIS INTERNET STRATEGY LABS, INC SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES, EITHER EXPRESS OR IMPLIED OF ANY KIND. INTERNET STRATEGY LABS, INC EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. (b) INTERNET STRATEGY LABS, INC MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. (c) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. (d) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM INTERNET STRATEGY LABS, INC OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.YOU EXPRESSLY AGREE THAT USE OF THE SITE, INCLUDING ALL CONTENT OR DATA DISTRIBUTED BY, DOWNLOADED OR ACCESSED FROM OR THROUGH THIS SITE, IS AT YOUR SOLE RISK. INTERNET STRATEGY LABS, INC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AS TO THE INFORMATION, MATERIALS, AND CONTENT ON THE SITE. INTERNET STRATEGY LABS, INC DOES NOT REPRESENT OR WARRANT THAT MATERIALS ON THIS SITE ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE. INTERNET STRATEGY LABS, INC IS NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS RELATING TO PRICING, TEXT OR PHOTOGRAPHY.LIMITATIONS OF LIABILITY:YOU EXPRESSLY UNDERSTAND AND AGREE THAT INTERNET STRATEGY LABS, INC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF INTERNET STRATEGY LABS, INC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) HOWEVER CAUSED UNDER ANY THEORY OF LIABILITY. IN NO EVENT WILL INTERNET STRATEGY LABS, INC MAXIMUM AGGREGATE LIABILITY EXCEED THE AMOUNTS PAID BY YOU FOR USE OF THE SERVICE. IN NO EVENT SHALL INTERNET STRATEGY LABS, INC , ITS OFFICERS, DIRECTORS, AGENTS, AFFILIATES, EMPLOYEES, ADVERTISERS, OR DATA PROVIDERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (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), EQUITY OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THIS SITE, THE MATERIALS OR SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.CHOICE OF LAW, WAIVER AND CLAIMS:These Internet Strategy Labs, Inc Terms shall be governed by the laws of the State of California without regard to its conflict of law provisions to the contrary. Internet Strategy Labs, Inc ’s failure to exercise or enforce any right or provision of the Internet Strategy Labs, Inc Terms will not be deemed to be a waiver of such right or provision. If any provision of these Internet Strategy Labs, Inc Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision and the other provisions of these Internet Strategy Labs, Inc Terms remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Internet Strategy Labs, Inc Service must be filed within one (1) year after such claim or cause of action arose or be forever barred.COPYRIGHT:All content included on this site including, without limitation, such as text, graphics, logos, button icons, images, audio clips, video clips, digital downloads, data compilations, and software, and the selection and arrangement and compilation of information (“Materials”) is the property of Internet Strategy Labs, Inc or its content suppliers and protected by United States and international copyright laws. All software used on this site is the property of Internet Strategy Labs, Inc or its software suppliers and protected by United States and international copyright laws. You are granted a limited, non sub-licensable right to access this Site; use the Services and print the Materials for your personal, non-commercial and informational use only. We reserve the right, without notice and in our sole discretion, to terminate your license to use the Site and to block or prevent future access to and use of the Site. The foregoing license grant does NOT include the right for you to:• Publish, publicly perform or display, or distribute to any third party any Materials, including reproduction on any computer network or broadcast or publications media• Market, sell or make commercial use of the Site or any Materials• Systematically collect and use of any data or content including the use of any data spiders, robots, or similar data gathering, mining or extraction methods• Make derivative uses of the Site or the Materials• Or use, frame or utilize framing techniques to enclose any portion of this Site (including the images found at this Site or any text or the layout/design of any page or form contained on a page)• Except for the limited license granted to you, you are not conveyed any other right or license by implication, estoppels or otherwise in or under any patent, trademark, copyright or proprietary right of Internet Strategy Labs, Inc or any third party. Any unauthorized use of this Site will terminate the permission or license granted by these Site Terms and may violate applicable law including copyright laws, trademark laws (including trade dress) and communications regulations and statutes.TRADEMARKS:“Internet Strategy Labs, Inc ”, the Internet Strategy Labs, Inc logo, and our other marks are either trademarks, service marks or registered trademarks of Internet Strategy Labs, Inc or its suppliers and licensors and may not be copied, imitated or used, in whole or in part, without our prior written permission or that of our suppliers or licensors. You may not use any meta tags or any other “hidden text” utilizing “Internet Strategy Labs, Inc ” or any other name, trademark or product name of Internet Strategy Labs, Inc without our permission. In addition other Internet Strategy Labs, Inc graphics, logos, page headers, button icons, scripts, and service names are trademarks or trade dress of Internet Strategy Labs, Inc and may not be copied, imitated or used, in whole or in part, without our prior written permission. Internet Strategy Labs, Inc ’s trademarks and trade dress may not be used in connection with any product or service that is not a Internet Strategy Labs, Inc product or service, in any manner that is likely to cause confusion among users or in any manner that disparages or discredits Internet Strategy Labs, Inc . All other trademarks not owned by Internet Strategy Labs, Inc or its affiliates that appear on this site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Internet Strategy Labs, Inc . Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, and supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by us.NON-DISCLOSURE:By accepting these Terms entering into an agreement between the User and Internet Strategy Labs, Inc (both referred to herein collectively as “the Parties”).WHEREAS the Parties desire that disclosure of certain Proprietary Information (as defined below) be exchanged relating to the Users subscription.NOW THEREFORE, in consideration of receipt of such Proprietary Information and the mutual promises made herein, the Parties agree as follows:1. The term “Proprietary Information” means all information and data relating to the Parties’ technology, products, services or other business, in whatever form such information may be disclosed, including, without limitation: (i) product or service information, including designs and specifications, development plans, patent applications, and strategy (ii) marketing information, including lists of potential or existing customers or suppliers, marketing plans and surveys (iii) computer software, including codes, flowcharts, algorithms, architectures, menu layouts, routines, report formats, data compilers and assemblers and (iv) financial information, including sales, pricing and revenue information and if applicable (v) Government programmatic information and information concerning corporate capabilities and joint business/marketing strategies for various programs and its contractors. For Proprietary Information exchanged in relation to a Government proposal or other Government opportunity, the Parties shall treat the Proprietary Information in strict accordance with the Procurement Integrity Act. Under this Agreement, Proprietary Information shall include, but not be limited to, derivative and residual forms of Proprietary Information, as well as proprietary information of Internet Strategy Labs, Inc and licensors, all of which shall be treated in strict accordance with the provisions herein. “Proprietary Information” shall not include information which the recipient can prove (i) that as of the time of receipt by the recipient is in the public domain or subsequently enters the public domain without breach of this Agreement by the recipient (ii) that as of the time of receipt by the recipient, is already known to or in the possession of the recipient, and written notice of such prior knowledge or possession is given to the disclosing party immediately after receipt (iii) is independently developed by or for the recipient as evidenced by the recipient’s own files and records (iv) is received in good faith by the recipient from a third party that was lawfully in possession of the information and had the right to disclose the same (v) is disclosed to third parties by the disclosing party on a non-confidential basis or (vi) that the Parties mutually agree in writing to release from the Terms of this Agreement. The burden of proof that Proprietary Information is subject to one of the above exclusions shall be borne by the party claiming such exemption.2. Each Party agrees that for five (5) years after receipt of Proprietary Information under this Agreement or for the duration of a resulting contract, whichever is longer, such Proprietary Information received from the other party (i) will only be used for the purpose of the Opportunities (ii) will not be disclosed to any third party without prior written approval of the disclosing party (iii) may only be disclosed within the receiving organization on a “need-to-know” basis to persons who have been advised of the existence of this Agreement and agree to be bound by its Terms (iv) will be treated with at least the same degree of care as the recipient treats its own Proprietary Information, but in no event with less than a reasonable degree of care (v) will be copied only to the extent necessary for the purpose of the Opportunities and (vi) will remain the property of the disclosing party.3. In the event either party receives a subpoena or other validly issued administrative or judicial process demanding confidential or proprietary information of the other party, the recipient shall promptly notify the disclosing party and tender to it the defense of such demand. Unless the demand shall have been timely limited, quashed, or extended, the recipient shall thereafter be entitled to comply with such demand to the extent permitted by law. If requested by the party to whom the defense has been tendered, the recipient shall cooperate (at the expense of the requesting party) in the defense of a demand.4. All information to be treated as Proprietary Information shall be marked as such when it is disclosed in written form, and, in the event information that is intended to be treated as Proprietary Information is disclosed verbally, the disclosing party shall identify the Proprietary Information as such at the time of verbal discussions. Neither the execution and delivery of this Agreement, nor the furnishing of any Proprietary Information by the Parties hereunder shall be construed as granting to any other party to this Agreement, either expressly, by implication, estoppels or otherwise, a license under any trademark, patent, copyright or any other intellectual property right hereafter owned or controlled by the party furnishing same.5. Each party acknowledges that unauthorized disclosure or use of the other party’s Proprietary Information could cause irreparable harm and significant injury to the other party that may be difficult to ascertain. Accordingly, each party agrees that the other party shall have the right to seek and obtain immediate injunctive relief from breach or threatened breach of this Agreement, in addition to any other rights and remedies it may have.6. Each party shall return to the disclosing party the original and all copies of written information furnished to the other upon the disclosing party’s request or upon the recipient’s determination that it no longer has a need for such Proprietary Information.7. Each party agrees not to disclose or use any Proprietary Information of the other party in any manner, directly or indirectly, for the purpose or with the result of obtaining, for itself or any third party, an advantage, benefit or gain, whether real or potential, over the general public, whether in connection with investing or trading in securities or for any other purpose other than the Opportunities. Each party acknowledges that such use or disclosure of Proprietary Information may constitute insider trading in violation of federal law, resulting in severe sanctions on individuals and the corporate entities involved in insider trading.8. In compliance with U.S. Department of Commerce Export Administration Regulations and the U.S. Department of State International Traffic in Arms Regulations as they exist during the applicability of this Agreement, and notwithstanding any other provision of this Agreement, neither party shall attempt to, nor knowingly export or re-export to any country prohibited from obtaining such data, either directly, or indirectly through affiliates, licensees, or subsidiaries, any U.S. source technical data acquired from the other party, any products utilizing such data, or any proprietary/confidential information provided under this or any ancillary agreements, to any countries outside the U.S. which export may be in violation of U.S. Export Laws or Regulations. Nothing in this provision shall relieve the recipient from any other obligation stated elsewhere in this Agreement not to disclose such information.9. Nothing in this Agreement is intended to, or shall be deemed to, constitute a joint venture or partnership of any kind between the Parties nor any separate business entity.10. Each party shall bear its own respective costs, expenses, risks and liabilities arising from its activities hereunder.11. The parties agree that, during the Term of this Agreement and for a period of one (1) year thereafter, neither party shall solicit for employment employees of the other party met or learned of through discussions related to this Agreement, nor seek to entice, attract, or induce such employees to leave the employ of the other party, without the prior written permission of an authorized representative of the other party. Nothing in this clause shall be construed to prohibit individual employees from responding to public employment advertisements, postings or job fairs of either party, provided such response is not prompted by a party intentionally circumventing the restriction of this clause.12. The Parties agree that all obligations undertaken herein shall survive and continue after any termination of this Agreement.13. This Agreement is accepted in the State of California and its validity shall be determined under and its terms construed in accordance with the laws of the State of California without regard to principles of conflicts of law.14. This Agreement constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all other understandings or representations, oral or written, relating thereto. This Agreement may not be modified except by a written document executed by both Parties.SPAM POLICY:You understand that sending unsolicited email advertisements to Internet Strategy Labs, Inc email addresses or through Internet Strategy Labs, Inc computer system’s expressly prohibited. Unauthorized use of Internet Strategy Labs, Inc computer systems is a violation of the Terms and certain federal and state laws and may subject the sender, vendor and/or his or her employees to civil and criminal penalties.ARBITRATION:Any controversy or claim arising out of or relating to these Terms or Services will be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association (“AAA”). Any such controversy or claim must be arbitrated on an individual basis, and must not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration must be conducted in Los Angeles, California and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Internet Strategy Labs, Inc or you may seek any interim or preliminary relief from a court of competent jurisdiction in Los Angeles, California, as necessary to protect the rights or property of you or Internet Strategy Labs, Inc .
