Terms of Service Agreement and Disclaimer of Liability

Welcome to NetworkGenerator (NG) software platform owened and operated by Confusion, LLC ("ConFusion LLC"). This Terms of Service Agreement and Disclaimer of Liability ("this Agreement") sets forth the terms governing your use of NetworkGenerator including the NetworkGenerator technology and related content (collectively "NetworkGenerator") available through or in connection with the NetworkGenerator web site ("Web Site"). This Agreement is a legal contract between Confusion, L.L.C., an Arizona limited liability company or its successor (referred to in this Agreement as "Provider") and you (referred to in this Agreement as "you" or "subscriber" or "member") and your principals as described below. NetworkGenerator may be used only by persons who accept the terms of this Agreement. If you do not intend to accept the terms of this Agreement, you should refrain from using NetworkGenerator in any manner.

Subscribing to or using NetworkGenerator constitutes acceptance of the terms of this Agreement by you and by parties on whose behalf or for whose benefit you are acting ("Principals"). You represent and warrant that you have read this Agreement, that you are 18 years of age or older, and that you are authorized to enter into this Agreement and bind your Principals to the terms of this Agreement. Unless otherwise specified, references to "you" or "subscriber" or "member" in this Agreement shall be construed to also refer to your Principals. If you do not wish to accept this Agreement, you should not subscribe to or use NetworkGenerator. By accepting this Agreement, you agree to use NetworkGenerator in accordance with, and otherwise comply with, the terms of this Agreement and acknowledge that this Agreement provides for various limitations as set forth below.

1. NetworkGenerator Services

(a) Generally. Subscribing to NetworkGenerator provides each registered subscriber ("Client") with access to a package of certain technology and content ("NetworkGenerator Service(s)"). Members may use the NetworkGenerator software, tools and other technology ("NetworkGenerator Technology") and content ("NetworkGenerator Content") to build their Internet presence ("Client Site"). Each Client Site will be a part of the NetworkGenerator network of Internet sites ("NetworkGenerator Network"). You understand and agree that Provider may, in its sole discretion, modify NetworkGenerator as described further in Section 4 below.

(b) NetworkGenerator Standard Services and Upgrades. Subject to the terms of this Agreement, you will be able to use the NetworkGenerator Technology to build and maintain your Site. The NetworkGenerator Standard Service allows your use of certain tools to perform certain functions. Provider reserves the right to modify the NetworkGenerator Standard Service in its sole discretion as described further in Section 4 below. Provider may offer other services, including additional tools, which are not part of the NetworkGenerator Standard Service, including "upgrade" services for which a separate fee will apply.

2. Restricted Conduct

(a) Illegal Conduct. You agree not to violate (or allow others to violate) any applicable laws in connection with using NetworkGenerator or otherwise. You are responsible for ascertaining the requirements of applicable laws and complying with such laws. Examples of illegal conduct include the following: (i) posting any content that is illegal in the location at which the content is posted or received; (ii) infringing or otherwise violating any copyright, trademark, trade secret, patent or other intellectual property right of any third-party; (iii) making, posting or distributing statements that are libelous or defamatory; (iv) invading the privacy of third-parties or otherwise failing to comply with applicable privacy laws; (v) promoting, soliciting or otherwise participating in illegal pyramid schemes or illegal sweepstakes, raffles, lotteries, contests or gambling activities; (vi) promoting, selling or otherwise providing illegal goods or services; (vii) promoting, selling or otherwise providing pirated computer programs or pirated music; (viii) promoting, selling or otherwise providing illegal drugs or illegal drug paraphernalia; (ix) promoting or making illegal sales of alcohol, firearms or other weapons; (x) promoting, selling or otherwise providing sexually-oriented goods or services that are obscene or otherwise illegal; (xi) promoting, selling or otherwise providing worms, trojan horses, computer viruses or other harmful code or devices, or using or distributing programs designed to "nuke" or otherwise create attacks against a third-party web site, Internet service provider or other person; (xii) advocating, promoting or otherwise encouraging or assisting violent activities or activities that cause physical harm.

(b) Offensive Conduct. You agree not to engage (or allow others to engage) in any offensive conduct in connection with using NetworkGenerator or otherwise. Offensive conduct includes conduct that is inconsistent with local community standards or that reflects negatively on NetworkGenerator, the NetworkGenerator Network, Provider or its affiliates. Examples of offensive conduct include the following: (i) posting, promoting, selling or otherwise providing lewd, lascivious or sexually explicit materials, goods or services; (ii) posting, promoting, selling or otherwise providing materials, goods or services that contain blatant expressions of bigotry, prejudice, racism, hatred or excessive profanity; (iii) posting harrassive materials or otherwise engaging in harrassive conduct; (iv) posting material or otherwise engaging in conduct that ridicules, disparages or otherwise discredits NetworkGenerator, the NetworkGenerator Network, Provider or its affiliates.

(c) Dangerous Activities. You agree not to engage (or allow others to engage) in any activities in connection with using NetworkGenerator that involve a significant risk of serious injury or damage to persons, property, environment or business.

(d) Circumvention. You agree not to (and agree not to allow others to) (i) attempt to derive the underlying source code, structure or sequence of the NetworkGenerator Technology by reverse engineering, reverse compiling or otherwise; (ii) attempt to ascertain or use individual passwords of Member Sites; (iii) delete or alter author attributes, copyright or other proprietary notices, or similar information associated with NetworkGenerator; (iv) fail to obtain all required permissions when using NetworkGenerator to receive, upload, download, display, use, distribute, or execute programs or perform other works protected by intellectual property laws, including copyright, trademark, trade secret and patent laws.

(e) Determination of Violation. Provider shall have the right to determine in its sole discretion whether the requirements of this Section or other terms of this Agreement are being violated and to take such actions as Provider deems necessary or appropriate to remedy such violation including restriction or termination of access to NetworkGenerator pursuant to Section 7 of this Agreement. However, Provider assumes no obligation to make any such determination or take any particular actions.

3. Fees and Payment Terms

(a) Fees and Payment. The NetworkGenerator Standard Service fees and other applicable fees and payment terms are set forth in the fee schedule ("Fee Schedule") posted on the Web Site. The Fee Schedule is currently located at http://www.NetworkGenerator.com/fees.asp. You agree to pay such fees as provided in such Fee Schedule and pursuant to this Agreement. Provider reserves the right in its sole discretion and as it deems appropriate to change its fees and add, remove or otherwise modify the services it offers in accordance with Section 4 of this Agreement. NetworkGenerator requires that you provide your credit card information (or other payment instrument accepted by Provider) for payment. All charges that you incur will be charged to the credit card number (or other acceptable payment instrument) that you provide. If Provider does not receive payment from the card issuer or other payment provider, you agree to pay Provider all amounts due on demand plus interest and expenses as provided in Section 3(d) below. You hereby authorize Provider to take all necessary actions to validate your credit card or other payment mechanism and otherwise obtain payment. You understand and agree that if Provider does not receive timely payment of all amounts due, your use of NetworkGenerator may be restricted or terminated as further described in Section 7 of this Agreement. Late payment is also subject to late charges as may be set forth in the Fee Schedule. Any Member that without justification disputes charges for hosting or related services directly with a credit card issuer or other third-party resulting in a "chargeback" or "stop payment" or other form of payment reversal will be subject to immediate termination pursuant to Section 7 of this Agreement. If a Member wishes to continue service subsequent to undergoing a restriction in service or termination resulting from a payment reversal, reinstatement will be subject to the fees described in the Fee Schedule.

(b) Unauthorized Use. You agree to notify Provider immediately if you suspect unauthorized use of NetworkGenerator, your credit card or your password, or if you suspect any other unauthorized activity.

(c) Taxes. You agree to be responsible for and pay any taxes, including personal property taxes or sales taxes, use taxes, value added taxes or similar taxes, applicable to your purchases from Provider or otherwise resulting from your use of NetworkGenerator.

(d) Collection Costs. You agree to pay to Provider on demand all attorney and collection fees, court costs and other expenses arising from any effort of Provider to collect any amounts due from you. You further agree that all such amounts shall bear interest at a rate of 1.5% per month or partial month overdue, or the highest interest rate permitted by applicable law if such rate is lower than 1.5% per month.

(e) Billing Questions. Any questions or disputes regarding billing should be directed to NetworkGenerator Support by email at the following address: support@NetworkGenerator.com.

4. Modification of Web Site, NetworkGenerator and NetworkGenerator Terms; Availability

(a) Modification of Web Site and NetworkGenerator. Provider may at any time and from time to time modify or discontinue any or all parts of this Web Site and NetworkGenerator, including NetworkGenerator Technology and Content and any feature thereof. Except for the addition of new tools and other services, Provider will endeavor to give notice before any modification of NetworkGenerator that materially affects your Member Site. Provider may, in its sole discretion, provide notice by posting the modification on the Web Site, by sending you an email, by putting a popup notice on your screen when you access NetworkGenerator, by sending you a letter, or otherwise. If you are dissatisfied with any change, you have the right to terminate your subscription pursuant to Section 7 which shall be your exclusive remedy. Your use of NetworkGenerator after the effective date of a modification constitutes your acceptance of the modification.

(b) Modification of Terms. Provider may at any time and from time to time modify the terms of this Agreement including the terms relating to applicable fees. Provider will give notice of such modifications by posting changes to this Agreement on this Web Site. Provider will announce changes to its fees and charges by posting them on the Fee Schedule. Provider may, in its sole discretion, supplement such notice by sending you an email, by putting a popup notice on your screen when you access NetworkGenerator, by sending you a letter, or otherwise. If you are dissatisfied with any change, you have the right to terminate your subscription pursuant to Section 7 which shall be your exclusive remedy. You agree to review this Agreement from time to time and comply with any changes. Your use of NetworkGenerator after the effective date of a modification to this Agreement, including a change in the applicable fees, constitutes your continued acceptance of the terms of this Agreement as modified. This Agreement may also be amended in an express written amendment signed by the parties to which the amendment applies. No provision of this Agreement may be otherwise modified except as provided in this Section.

(c) Limitation of Availability. The availability of this Web Site and NetworkGenerator is subject to periodic downtime for maintenance and is further subject to interruption due to failure of telecommunication links and Internet infrastructure and other causes beyond Provider's control. You acknowledge and agree that Provider shall not be responsible for any interruptions of the availability of this Web Site or NetworkGenerator. If you are dissatisfied with the availability of this Web Site or NetworkGenerator, you have the right to terminate your subscription pursuant to Section 7 which shall be your exclusive remedy.

5. Privacy and Security; Third-Party Vendors

(a) Privacy Policy. Treatment of any personal information collected by Provider is described in Provider's Privacy Policy, which is currently available at http://www.NetworkGenerator.com/privacy.asp.

(b) Security. NetworkGenerator uses sophisticated technology to protect the security of your data. Currently, NetworkGenerator uses Secure Sockets Layer (SSL) software to protect your data and secure your transactions. SSL encrypts your personal information, including your credit card number, name and address, as it is transmitted over the Internet. Nevertheless, Provider cannot guarantee the security of any information provided by or on behalf of you, and Provider shall not be responsible for a compromise of your information as further described in Section 11. You are responsible for maintaining the security of any passwords or other access keys provided to you.

(c) Third-Party Vendors. Various third-party providers of goods and services may be involved in providing or supporting aspects of NetworkGenerator, and Provider may promote or provide information about third-party providers of goods and services and/or provide links to third-party web sites or resources. The owners and affiliates of such providers are sometimes referred to in this agreement as "Third-Party Vendors". Such promotion, information and links shall not be construed as approval or endorsement of such vendors or their web sites. You acknowledge and agree that provider is not responsible or otherwise liable for any advertising, content, services, goods or other materials available from such Third-Party Vendors or their sites. If you deal with such vendors or visit such sites, you understand that you are subject to any applicable rules and policies of such Third-Party Vendors including any applicable terms of use agreements or privacy policies of such Third-Party Vendors. Third-Party Vendors have no authority to act on behalf of or bind Provider or Provider Affiliates, and neither Provider nor Provider Affiliates are responsible for the actions of Third-Party Vendors. You shall be responsible for taking such steps as you deem appropriate to evaluate Third-Party Vendors and their goods and services. Provider shall not be construed to be a party to any transactions that may be entered into between you and Third-Party Vendors.

6. Changes to Member Site

(a) Requested Member Site Changes. You authorize Provider to make changes to your Member Site to address issues that you bring to the attention of Provider through Customer Support, email or otherwise, as determined by Provider to be appropriate in its discretion.

(b) Member Site Changes by Provider. Provider reserves the right (but assumes no obligation) to make changes to your Member Site or to require you to make changes to your Member Site as determined by Provider to be necessary to prevent a breach of this Agreement or avoid a violation of other applicable restrictions. For example, Provider may have to make changes to your Member Site to avoid violations of third-party rights that Provider receives notice of pursuant to the third-party complaint and notice policy described in Section 9 of this Agreement. Provider shall endeavor to first request that you make the changes or to give you notice of changes made by Provider but you acknowledge that Provider may not first request that you make the changes and may not give advance notice of changes made by Provider.

(c) Notice of Independent Operation. You agree to conspicuously post the following statement on your Member Site: "This web site is independently owned and operated by [insert name of owner]." You further agree that Provider may post, or require you to post, other statements or notices on your Member Site as determined by Provider to be necessary or appropriate to clarify the relationship between Provider and Member or to otherwise protect the rights of Provider and of third-parties.

(d) Waiver of Liability; Provider's Decisions Binding. In addition to the limitations of liability set forth in Sections 11 and 12, you agree that Provider shall not be liable for any damage, whether foreseeable, unforeseeable, direct, indirect, consequential or otherwise, that may result from changes made to your Member Site as described herein. Provider's decisions under this Agreement with respect to the need to make changes to your Web Site and other matters shall be final and binding.

7. Restriction and Termination of Subscription

(a) Restriction and Termination of Subscription by Provider.

(i) Restriction and Termination for Cause. Provider may at any time, with or without notice to you, restrict or terminate your use of NetworkGenerator in whole or in part if Provider determines in its sole discretion that (i) restricting or terminating your use of NetworkGenerator is necessary for security reasons or for proper continued operation of NetworkGenerator; or (ii) your use of NetworkGenerator is not for legitimate purposes; or (iii) your use of NetworkGenerator violates any laws; or (iv) your use of NetworkGenerator violates any third-party rights; or (v) you have otherwise breached this Agreement or any other obligations to Provider or its Affiliates. In the event that your use of NetworkGenerator is restricted and the restrictions are not satisfactory to you, your sole remedy shall be to terminate your subscription pursuant to Section 7(b) below.

(ii) Restriction and Termination for Convenience. Provider may at any time with reasonable notice to you, restrict or terminate your use of NetworkGenerator in whole or in part for Provider's convenience. Thirty (30) days notice shall be deemed to be reasonable notice. In the event that your use of NetworkGenerator is restricted and the restrictions are not satisfactory to you, your sole remedy shall be to terminate your subscription pursuant to Section 7(b) below

(iii) Restriction and Termination Due To Payment Problems. Provider may at any time, with or without notice to you, restrict or terminate your use of NetworkGenerator in whole or in part, if the credit card number that you provide to Provider expires, or if Provider is unable to charge valid charges to that credit card number, or if you otherwise fail to make payments due to Provider hereunder. In the event that your use of NetworkGenerator is restricted and the restrictions are not satisfactory to you, your sole remedy shall be to terminate your subscription pursuant to Section 7(b) below.

(iv) Obligations Upon Termination by Provider. If Provider terminates your subscription to NetworkGenerator, you will remain liable for the full charges applicable to the period during which Provider terminates your subscription, including all usage-based fees through the end of such period, and will also remain responsible for any other obligations incurred by you prior to termination. Following such termination, you agree not to re-register for or otherwise access NetworkGenerator without Provider's prior written approval.

(b) Termination by You. You may terminate your subscription for any reason at any time pursuant to the applicable termination procedure which is currently located at http://support.NetworkGenerator.com/. You will remain liable for the full charges applicable to the period during which you terminated, including all usage based fees through the end of such period, and will also remain responsible for any other obligations incurred by you prior to termination.

(c) General Effect of Termination. In the event of termination of your subscription by you or Provider, all rights to use NetworkGenerator and related rights including all rights provided to you under this Agreement (and all corresponding Provider obligations) shall terminate immediately but all other provisions of this Agreement, including the limitations on Provider liability and indemnification provisions, shall continue after termination. You shall remain responsible for all obligations incurred by you prior to termination. Upon termination, Provider reserves the right to delete any and all data files related to you or otherwise associated with your use of NetworkGenerator, including your Web Site and related information.

8. Indemnification

You agree to indemnify and defend Provider and Provider Affiliates (as defined below in Section 12) upon demand, and hold Provider and Provider Affiliates harmless, against any and all claims, demands, liabilities, cost, and expenses, including reasonable attorney's fees, collection fees and court costs, related to or arising from: (i) your use of NetworkGenerator; or (ii) infringement of any copyright, trademark, trade secret, patent or other intellectual property or third-party right by you; or (iii) any failure by you to comply with applicable laws or restrictions; or (iv) any other breach of this Agreement by you or your agents or other affiliates.

9. Reporting Violations of Third-Party Rights

Provider assumes no obligation to monitor the content or activities of Member Sites or Members but Provider may decide in its discretion to investigate complaints of a violation of intellectual property or other third-party rights brought to the attention of Provider pursuant to the third-party complaint and notice policy posted on this Web Site. Complaints must be accompanied with sufficient substantiation of the alleged violation as described in such policy. If you believe that any content or other aspects of this Web Site or sites hosted by Provider violate the rights of others, you should provide notice to Provider in accordance with such policy.

10. Proprietary Rights

(a) Technology and Content. You acknowledge and agree that Provider and its licensors own all rights, title and interest in NetworkGenerator including the NetworkGenerator Technology. You further acknowledge and agree that, except for content supplied by you, Provider and its licensors own all rights, title and interest in all text, music, sound, photographs, video, graphics and other NetworkGenerator Content on NetworkGenerator. In addition, you acknowledge and agree that the NetworkGenerator Content and NetworkGenerator Technology and related items are protected by U.S. and international copyright, trademark, trade secret and/or patent laws, or other proprietary rights and laws, and that you are only permitted to use the NetworkGenerator Content and NetworkGenerator Technology as expressly authorized by Provider. You also understand and agree that the compilation, collection, selection, arrangement, assembly and coordination of NetworkGenerator Content is the exclusive property of Provider and its licensors and protected by U.S. and international copyright laws. Except as expressly authorized by Provider in writing, you agree not to make, use, sell, copy, reproduce, distribute, transmit, modify or create derivative works from the NetworkGenerator Content or NetworkGenerator Technology.

(b) Trademarks. Provider owns certain trademark rights, including rights in federally registered trademarks, graphics and logos used by Provider in connection with NetworkGenerator to identify the goods and services of Provider (collectively the "NetworkGenerator Trademarks"). You agree not to use the NetworkGenerator Trademarks in any manner unless expressly authorized by Provider in writing. All other trademarks (including third-party product names) used in connection with NetworkGenerator are the property of their respective owners and you agree not to use such trademarks without the express authorization of such parties.

11. EXCLUSIVE MEMBER REMEDY; LIMITED WARRANTY; WARRANTY DISCLAIMERS

IN THE EVENT OF ANY BREACH OF THIS AGREEMENT BY PROVIDER, OR IF YOU ARE DISSATISFIED IN ANY WAY WITH NETWORKGENERATOR OR ANY RELATED GOODS OR SERVICES, YOUR SOLE REMEDY SHALL BE TO TERMINATE YOUR SUBSCRIPTION AS PROVIDED IN SECTION 7 OF THIS AGREEMENT.

NETWORKGENERATOR AND ALL RELATED GOODS AND SERVICES, INCLUDING RELATED CONTENT AND TECHNOLOGY, ARE PROVIDED "AS IS" WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND. NEITHER PROVIDER NOR PROVIDER AFFILIATES (DEFINED BELOW) MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO NETWORKGENERATOR OR ANY RELATED GOODS AND SERVICES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL EXPRESS AND IMPLIED REPRESENTATIONS AND WARRANTIES WITH RESPECT TO NETWORKGENERATOR AND ANY RELATED GOODS AND SERVICES ARE HEREBY DISCLAIMED INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINTERFERENCE WITH ENJOYMENT AND USE, AND NONINFRINGEMENT. BY WAY OF ILLUSTRATION WITHOUT LIMITATION, NO WARRANTY IS GIVEN THAT NETWORKGENERATOR WILL FULFILL ANY OF MEMBER'S PARTICULAR REQUIREMENTS, THAT NETWORKGENERATOR IS ERROR FREE, THAT ACCESS TO NETWORKGENERATOR WILL BE UNINTERRUPTED, OR THAT ANY INFORMATION PROVIDED IN CONNECTION WITH NetworkGenerator IS ACCURATE. MEMBER ASSUMES ALL RISK OF USING NETWORKGENERATOR, INCLUDING ALL RISK FOR ANY INJURY OR OTHER DAMAGE RESULTING FROM MEMBER'S ACTIVITIES.

WITHOUT LIMITING THE FOREGOING, PROVIDER DOES NOT GUARANTEE THAT ITS SECURITY PROCEDURES WILL PREVENT THE LOSS OF, ALTERATION OF, OR IMPROPER ACCESS TO MEMBER INFORMATION. MEMBER AGREES THAT PROVIDER AND PROVIDER AFFILIATES ARE NOT RESPONSIBLE FOR ANY COMPROMISE OF MEMBER INFORMATION

PROVIDER IS NOT RESPONSIBLE FOR THE CONTENT OF ANY MEMBER SITE, AND DOES NOT VERIFY, ENDORSE OR OTHERWISE VOUCH FOR THE CONTENT OF ANY MEMBER SITE. FURTHER, PROVIDER IS NOT RESPONSIBLE FOR THE DELIVERY, QUALITY OR OTHER ASPECTS OF ANY GOODS OR SERVICES PROMOTED, SOLD OR OTHERWISE PROVIDED BY MEMBERS OR AFFILIATES OF MEMBERS THROUGH MEMBER SITES OR OTHERWISE. MEMBERS ARE SOLELY RESPONSIBLE FOR THEIR CONTENT AND ACTIVITIES. MEMBERS MAY BE HELD LEGALLY RESPONSIBLE IF THEIR MEMBER SITE INCLUDES ILLEGAL CONTENT OR IF MEMBERS OTHERWISE VIOLATE APPLICABLE LAWS.

12. Limitation on Liability

MEMBER ACKNOWLEDGES AND AGREES THAT MEMBER'S SOLE REMEDY IS THE RIGHT TO TERMINATE MEMBER'S SUBSCRIPTION AS SET FORTH ABOVE. MEMBER FURTHER UNDERSTANDS AND AGREES THAT NEITHER PROVIDER NOR ANY PROVIDER AFFILIATES (AS DEFINED BELOW) SHALL HAVE ANY LIABILITY FOR ANY DAMAGES, WHETHER GENERAL, SPECIAL, DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL, INCLUDING ANY LOST PROFITS OR LOST SAVINGS, WHETHER OR NOT FORESEEABLE AND WHETHER BASED ON CONTRACT, TORT OR STATUTE. MEMBER EXPRESSLY ACKNOWLEDGES AND AGREES THAT PROVIDER IS PROVIDING NETWORKGENERATOR AND RELATED GOODS AND SERVICES IN RELIANCE ON THE DISCLAIMERS AND LIMITATIONS SET FORTH IN THIS AGREEMENT, AND FURTHER ACKNOWLEDGES AND AGREES THAT SUCH DISCLAIMERS AND LIMITATIONS ARE REASONABLE. AS USED IN THIS AGREEMENT, "PROVIDER AFFILIATES" MEANS RELATED COMPANIES OF PROVIDER (INCLUDING COMPANIES THAT CONTROL PROVIDER, THAT ARE CONTROLLED BY PROVIDER, OR THAT ARE UNDER COMMON CONTROL WITH PROVIDER), DIRECTORS, OFFICERS, MANAGERS, EMPLOYEES, OTHER AGENTS, CONTRACTORS AND LICENSORS OF PROVIDER AND ITS RELATED COMPANIES, AND ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING NETWORKGENERATOR.

BY WAY OF ILLUSTRATION WITHOUT LIMITATING THE FOREOING, MEMBER AGREES THAT NEITHER PROVIDER NOR ANY PROVIDER AFFILIATES SHALL BE LIABLE TO MEMBER IN ANY MANNER WHATSOEVER FOR (I) ANY DAMAGES RESULTING FROM ANY CAUSE BEYOND PROVIDER'S REASONABLE CONTROL; (II) ANY DAMAGES RESULTING FROM A MEMBER'S FAILURE TO COMPLY WITH THIS AGREEMENT; (IIII) ANY DAMAGES RESULTING FROM ANY INACCURACY IN ANY INFORMATION PROVIDED THROUGH NETWORKGENERATOR; (IV) ANY LOSS OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (V) PUNITIVE DAMAGES; (VI) ANY DAMAGE INCURRED IN CONNECTION WITH DEALING WITH THIRD-PARTY VENDORS OR THEIR CONTENT, GOODS OR SERVICES OR THEIR SITES.

IN THE EVENT ANY LIMITATION ON LIABILITY IS HELD TO BE UNENFORCEABLE, THE AGGREGATE LIABILITY OF PROVIDER AND PROVIDER AFFILIATES ARISING FROM OR RELATING TO THIS AGREEMENT (REGARDLESS OF THE FORM OF ACTION OR CLAIM) SHALL IN NO EVENT EXCEED ANY AMOUNTS MEMBER HAS PAID TO PROVIDER DURING THE THEN-PREVIOUS TWELVE (12) MONTH PERIOD FOR ANY NETWORKGENERATOR SERVICE.

THE LIMITATIONS IN THIS AGREEMENT APPLY TO ALL CLAIMS REGARDLESS OF THE CAUSE OF ACTION UNDERLYING THE CLAIM, INCLUDING BREACH OF CONTRACT (EVEN IF IN THE NATURE OF A BREACH OR FAILURE OF A FUNDAMENTAL TERM) OR TORT INCLUDING NEGLIGENCE, STRICT LIABILITY, FRAUD OR MISREPRESENTATION.

WHETHER OR NOT EXPRESSLY STATED IN THIS AGREEMENT, MEMBER ACKNOWLEDGES AND AGREES THAT ALL DISCLAIMERS AND LIMITATIONS OF LIABILITY APPLICABLE TO PROVIDER UNDER THIS AGREEMENT ALSO APPLY EQUALLY TO PROVIDER AFFILIATES AS DEFINED ABOVE.

SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY. IN THOSE JURISDICTIONS PROVIDER'S LIABILITY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. MEMBER RIGHTS MAY OTHERWISE VARY FROM JURISDICTION TO JURISDICTION.

13. Miscellaneous

(a) Applicable Law and Forum; Attorneys Fees. This Agreement shall be governed by U.S. federal and Arizona laws, excluding conflict-of-law provisions. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You hereby consent and agree to submit to the exclusive jurisdiction of the state of Arizona, except that you acknowledge that Provider may elect to bring an action in any forum having jurisdiction if determined by Provider to be necessary to enforce its rights arising under or related to this Agreement. In the event Provider is required to incur any attorneys fees, courts costs or other expenses in connection with litigating its right under this Agreement with respect to you, you shall reimburse Provider for such expenses upon demand.

(b) Arbitration. Any and all disputes between you and Provider will be subject to and settled by binding arbitration, in the applicable forum as provided above, in accordance with the rules of the American Arbitration Association then in force, except that Provider may, in addition to or in lieu of arbitration, pursue legal action in the regular court system if determined by Provider to be necessary to stop or prevent a serious breach of this Agreement. You agree that any arbitration, and all negotiations, discussions and settlements, are subject to obligations of confidentiality and shall not be disclosed by you to any third-party.

(c) Severability. In the event that any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect, and the provision held to be invalid or unenforceable shall be automatically amended to most closely approximate the original provision on terms that are valid and enforceable and the adjudicating authority holding such provision invalid or unenforceable shall make such amendment accordingly. Any provision held to be invalid or unenforceable in any particular jurisdiction shall not, as a result, be considered invalid or unenforceable in any other jurisdiction

(d) Notices. All notices to you may be given by any reasonable means including email, conventional mail, facsimile, by posting such notices on the NetworkGenerator Web Site, or by broadcasting notices or messages through NetworkGenerator. All notices to Provider must be by email directed to the following address: support@NetworkGenerator.com and must include a descriptive title in the subject line giving Provider adequate notice of the contents of the email.

(e) Non-Waiver. Provider shall not be deemed to have waived any right or provision of this Agreement unless a waiver is expressly acknowledged and agreed to by Provider in a signed writing. Provider's delay in exercising or enforcing any right or provision of this Agreement shall not be construed to constitute a waiver of such right or provision.

(f) Entire Agreement. This Agreement and related documents comprise the entire agreement between you and Provider relating to its subject matter and supersede any and all prior understandings or representations between the parties regarding the subject matter hereof. This Agreement shall be the sole source of any obligations of Provider with respect to the subject matter hereof and shall control over any documents or information that are alleged to impose conflicting obligations on Provider, including information on this Web Site. This Agreement may not be modified except as provided in Section 4 of this Agreement. Specific goods and services may be subject to additional or different terms and users of such goods and services shall be bound thereby.

(g) Assignment. Your subscription to NetworkGenerator and any of your rights or obligations under this Agreement may not be assigned or otherwise transferred without Provider's express written consent, and any such transfer shall be void without such consent. Provider reserves the right to assign and otherwise transfer any and all rights and obligations under this Agreement to any third-party without notice including any party that acquires all or substantially all of Provider's business or assets relating to NetworkGenerator.

(h) Interpretation. Any law that provides that the language of a contract shall be construed against the drafter shall not apply to this Agreement. When used in this Agreement, the term "include" or "including" means "including but not limited to" whether or not specifically stated. The section titles in this Agreement are solely used for convenience and shall not be construed to alter the meaning of the actual provisions of this Agreement. All decisions and determinations that may or must be made by Provider under this Agreement are within the sole discretion of Provider whether or not expressly stated.