1. Acceptance of Terms of Use.
This Terms of Service Agreement (this “Agreement”) states the terms and conditions under which you may access and use any websites owned and operated by Contact Ratio, Inc., a California Corporation, including, but not limited to, http://www.Contactratio.com, and any subdirectories thereunder (collectively, the “Website”). By accessing and using the Website you are indicating your acceptance to be bound by the terms and conditions of this Agreement, as they may be amended from time to time in CONTACT RATIO’s sole discretion. CONTACT RATIO will post a notice on the Website any time this Agreement has been changed or otherwise updated. It is your responsibility to review this Agreement periodically, and if at any time you find this Agreement unacceptable, you must immediately leave the Website and cease all use thereof. YOU AGREE THAT BY USING THE WEBSITE YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OLD AND THAT YOU ARE LEGALLY ABLE TO ENTER INTO THIS AGREEMENT

2. Ownership.
All materials displayed or otherwise accessible through the Website, including, without limitation, names, words, titles, phrases, logos, designs, graphics, icons, text, photographs, images, illustrations, audio clips, video clips, Software (as defined below) and code, and Java applets and scripts (“Intellectual Property”) shall continue to be the property of CONTACT RATIO or its content suppliers and are protected under applicable copyright, patent, trademark, and other proprietary rights. Any copying, redistribution, alteration, modification, public performance or display, uploading or posting onto the internet, transmission, redistribution, use or publication by you of any Intellectual Property is prohibited, except as expressly permitted in this Agreement. Under no circumstances will you acquire any ownership rights or other interest in any Intellectual Property by or through your use of the Website.

3. Trademark.
CONTACT RATIO are the official marks or trademarks of CONTACT RATIO. Other names, words, titles, phrases, logos, designs, graphics, icons and trademarks displayed on the Website may constitute registered or unregistered trademarks of CONTACT RATIO or third parties. While certain trademarks of third parties may be used by CONTACT RATIO under license, the display of third-party trademarks on the Website should not be taken to imply any relationship or license between CONTACT RATIO and the owner of said trademark or to imply that CONTACT RATIO endorses the wares, services or business of the owner of said trademark. Nothing contained on the Website should be construed as granting you any license or right to use any trademark logo or design of CONTACT RATIO or any third party, without the written permission of CONTACT RATIO or the respective owner of any third-party trademark.

4. Disclaimer of Warranty.
THE WEBSITE AND ALL CONTENT IS PROVIDED AS IS. BY ACCESSING AND USING THE WEBSITE YOU ACKNOWLEDGE AND AGREE THAT USE OF THE WEBSITE AND THE CONTENT IS ENTIRELY AT YOUR OWN RISK. CONTACT RATIO MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE WEBSITE AND THE CONTENT, INCLUDING, WITHOUT LIMITATION, NO REPRESENTATION OR WARRANTY (A) THAT THE WEBSITE AND/OR CONTENT WILL BE ACCURATE, COMPLETE, RELIABLE, SUITABLE OR TIMELY; (B) THAT ANY CONTENT, INCLUDING, WITHOUT LIMITATION, ANY INFORMATION, DATA, SOFTWARE, PRODUCT OR SERVICE CONTAINED IN OR MADE AVAILABLE THROUGH THE WEBSITE WILL BE OF MERCHANTABLE QUALITY OR FIT FOR A PARTICULAR PURPOSE; (C) THAT THE OPERATION OF THE WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE; (D) THAT DEFECTS OR ERRORS IN THE WEBSITE WILL BE CORRECTED; (E) THAT THE WEBSITE WILL BE FREE FROM VIRUSES OR HARMFUL COMPONENTS; AND (F) THAT COMMUNICATIONS TO OR FROM THE WEBSITE WILL BE SECURE OR NOT INTERCEPTED. CONTACT RATIO assumes no responsibility for any data loss or other loss suffered by you or any user of the Website. You are fully responsible for maintaining your computer equipment and internet access to use the Website.

5. Limitation of Liability.
SUBJECT TO APPLICABLE LAW, IN NO EVENT SHALL CONTACT RATIO, ITS OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS, LICENSORS OR THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY LOSS OR DAMAGES IN THE NATURE OF OR RELATING TO LOST BUSINESS, LOST SAVINGS, LOST DATA AND/OR LOST PROFITS, REGARDLESS OF THE CAUSE AND WHETHER ARISING IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE) OR OTHERWISE. THE FOREGOING LIMITATION SHALL APPLY EVEN IF CONTACT RATIO KNEW OF OR OUGHT TO HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE AND/OR CONTENT IS TO CEASE ALL OF YOUR SITE USE.

6. Registration.
To use certain features of the Website, you must register with CONTACT RATIO. You agree (a) to provide true, accurate, current and complete information about yourself; and (b) to maintain and promptly update the information you provide to keep it true, accurate, current and complete. If CONTACT RATIO has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, CONTACT RATIO has the right to suspend or terminate your access to and use of the Website (or any portion thereof). CONTACT RATIO maintains a strict on-line Privacy Policy and will not sell or give your information to other parties.

7. User account.
To use certain features of the Website, you need an identification name and password (collectively, “User Identification”), which will be issued to you through the Website registration process as provided in Paragraph 6. You are responsible for maintaining the confidentiality of your User Identification, and are responsible for all activities that occur under your User Identification. You agree to notify CONTACT RATIO immediately of any unauthorized use of your User Identification or any other breach of security. CONTACT RATIO cannot and will not be liable for any loss or damage arising from CONTACT RATIO’s failure or your failure to protect your User Identification.

8. Informational content supplied by Users.
When using any of the features of the Website which allow you to post messages and content, to interact with CONTACT RATIO and other users and to upload data, files, documents or other materials (collectively, “User Content”), it is a condition of your use of the Website that you observe the rules of netiquette and that you do not:

(a) post or transmit any unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, pornographic, profane or indecent information of any kind, including, without limitation, any User Content constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, provincial, national or international law or regulation;

(b) post or transmit any User Content which violates or infringes upon the rights of others, including material which is an invasion of privacy or publicity rights or which is protected by any intellectual property rights, including, without limitation, copyright, patent, trade secret, trademark or other proprietary rights herein, or derivative works with respect thereto, without first obtaining permission from the owner or rights holder;

(c) post or transmit any User Content that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual, could be harmful to minors, harasses or advocates harassment of another person, provides material that exploits people under the age of 18 in a sexual or violent manner, provides instructional information about illegal activities, including, without limitation, the making or buying of illegal weapons;

(d) post or submit any User Content which solicits passwords or personal identifying information for commercial or unlawful purposes from other users;

(e) post or transmit any User Content which contains a virus or other harmful component, or provides or creates computer viruses;

(f) post or transmit junk mail, chain letters, unsolicited mass mailing or spam; or

(g) impersonate another user, person, or entity, including, but not limited to, any director, officer, or employee of CONTACT RATIO.

By posting or uploading User Content to the Website, you agree to and hereby grant, and you represent and warrant that you have the right to grant, CONTACT RATIO a royalty-free, perpetual, non-exclusive, irrevocable, unrestricted, worldwide license to: (a) use, reproduce, store, adapt, translate, modify, make derivative works from, transmit, disclose, distribute, publicly perform or display such User Content for any purpose; and (b) to sublicense to third parties the unrestricted right to exercise any of the foregoing rights.

In addition to the grant of the above license, you hereby (a) acknowledge and agree that CONTACT RATIO is not responsible for any loss, damage, or corruption that may occur to your User Content; and (b) acknowledge and agree that any User Content you provide for display on the Website will be considered non-confidential.

CONTACT RATIO may review User Content before it is posted. CONTACT RATIO may refuse to post any User Content to the Website. CONTACT RATIO reserves the right, in its sole discretion, to edit or remove any User Content, whether or not the User Content is in violation of the provisions hereof or otherwise objectionable. You acknowledge and agree that CONTACT RATIO may, in its sole discretion, monitor the Website periodically and disclose any information as necessary to satisfy any law, regulation or other governmental or Court request, to operate the Website properly or to protect itself or other users of the Website. Any such disclosure shall be in accordance with CONTACT RATIO’s Privacy Policy.

CONTACT RATIO is not responsible for the content of any User Content. User Content represents the views and opinions of the person(s) posting the User Content and does not represent the views or opinions of CONTACT RATIO. Under no circumstances shall CONTACT RATIO be held liable for your exposure to informational content that you deem offensive, indecent or objectionable. Under no circumstances shall CONTACT RATIO be held liable for any errors or omissions in any informational content transmitted by you.

While CONTACT RATIO is under no obligation to investigate any complaint regarding any User Content, it may, in its sole discretion, investigate complaints and take any actions it deems appropriate in the circumstances, including, without limitation, removing the offending communication from the Website and terminating the submitting party’s right to access and use the Website (or any portion thereof).

9. Prohibited Uses.
In addition, CONTACT RATIO imposes certain restrictions on your permissible use of the Website. You are prohibited from violating or attempting to violate any security features of the Website, including, without limitation, (a) accessing content or data not intended for you, or logging onto a server or account that you are not authorized to access; (b) attempting to probe, scan, or test the vulnerability of the Website or any associated system or network, or to breach security or authentication measures without proper authorization; (c) interfering or attempting to interfere with service to any user, host, or network, including, without limitation, by means of submitting a virus to the Website, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing;” (d) using the Website to send unsolicited e-mail, including, without limitation, promotions, or advertisements for products or services; (e) forging any TCP/IP packet header or any part of the header information in any e-mail or in any posting using the Website; or (f) attempting to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by CONTACT RATIO in providing the Website. Any violation of system or network security may subject you to civil and/or criminal liability.

10. Indemnity.
You agree to indemnify and hold CONTACT RATIO, and its subsidiaries, affiliates, directors, officers, members, managers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of content you submit, post, transmit or make available through the Website, your use of the Website, your connection to the Website, your violation of this Agreement, or your violation of any rights of another.

11. Modifications.
CONTACT RATIO may, in its sole discretion and without prior notice, (a) revise this Agreement; (b) modify the Website; and (c) discontinue the Website at any time. CONTACT RATIO shall post any revision to this Agreement to the Website, and the revision shall be effective immediately on such posting. You agree to review this Agreement and other online policies posted on the Website periodically to be aware of any revisions. You agree that, by continuing to use or access the Website following notice of any revision, you shall abide by any such revision.

12. Alleged Violations.
CONTACT RATIO reserves the right to terminate your account and your use of the Website. To ensure that CONTACT RATIO provides a high quality experience for you and for other users of the Website, you agree that CONTACT RATIO or its representatives may access your account and records on a case-by-case basis to investigate complaints or allegations of abuse, infringement of third party rights, or other unauthorized uses of the Website. CONTACT RATIO does not intend to disclose the existence or occurrence of such an investigation unless required by law, but CONTACT RATIO reserves the right to terminate your account or your access to the Website immediately, with or without notice to you, and without liability to you, if CONTACT RATIO believes that you have violated any of the terms of this Agreement, furnished CONTACT RATIO with false or misleading information, or interfered with use of the Website by others.

13. Third party advertisers.
CONTACT RATIO may allow third party advertisers to advertise on the Website. CONTACT RATIO takes no responsibility for your dealings with, including any on-line or other purchases from, any third party advertisers. CONTACT RATIO shall not be liable for any loss or damage incurred by you in your dealings with third party advertisers.

14. Hyperlink policy.
The Website may contain hyperlinks to other internet sites not under the editorial control of CONTACT RATIO. These hyperlinks are not express or implied endorsements or approvals by CONTACT RATIO of any products, services or information available from these sites.

15. Notice.
Notices may be posted to the Website or e-mailed to you using the e-mail address you submitted during the registration process.

16. Waiver.
Any consent by CONTACT RATIO to, or waiver of, a breach of this Agreement which you have committed, whether express or implied, shall not constitute a consent to, or waiver of, any other, different or subsequent breach.

17. Assignment.
You may not assign or transfer this Agreement or any right or obligation hereunder.

18. Severability.
If any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid, it shall be severed and the remaining provisions shall remain in full force without being invalidated in any way.

19. Agency.
This Agreement is not intended to create a partnership, joint venture, or agency relationship between the parties.

20. Entire Agreement.
Except for any agreements with CONTACT RATIO that expressly reference this Agreement, this is the entire agreement between you and CONTACT RATIO relating to the matters contained herein.

21. Applicable Law.
This Agreement shall be governed by the laws of the State of California. You agree to submit to the personal and exclusive jurisdiction of the courts located within the County of Orange in the State of California.

22. California Use Only.
The Website is controlled and operated by CONTACT RATIO from its offices in the State of California. CONTACT RATIO makes no representation that any of the materials or the services to which you have been given access are available or appropriate for use in other locations. Your use of or access to the Website should not be construed as CONTACT RATIO’s purposefully availing itself of the benefits or privilege of doing business in any state or jurisdiction other than California.

23. National Do Not Call Registry.
The Website does not integrate the National Do Not Call Registry. You acknowledge that it will be your responsibility to comply with any state and federal laws relating and applicable to your use of the Website and you agree to indemnify and hold CONTACT RATIO harmless for any violation thereof in accordance with Paragraph 10.

24. Violations.
Please report any known or suspected violations of this Agreement, including any suspected copyright or trademark violations, to Contact Ratio, Inc..

25. ACKNOWLEDGEMENT.
BY USING THE SERVICE OR ACCESSING THE WEBSITE, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF SERVICE AND AGREE TO BE BOUND BY THEM.