Terms of Use Agreement

Effective Date - September 15, 2009

This Agreement is between you and Zertical, Inc ("Zertical"). The Zertical network is comprised of various websites, associated widgets, mobile applications and other distribution platforms (the "Sites") operated by Zertical.

The Sites are offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein. Your use of the Sites and Services constitutes your agreement to all such terms, conditions, and notices.

The services provided by the Sites (the "Services") are made available for your personal, non-commercial use only. You may not use the Services to sell a product or service, or to increase traffic to your business for commercial reasons, such as advertising sales. If you want to make commercial use of our Services, you must enter into an agreement and do so in advance. Please contact us for more information.

Modification Of These Terms Of Use

Zerticalreserves the right to change the terms, conditions, and notices under which the Sites are offered, including but not limited to the charges associated with the use of the Services.

Content Provided

The Services provided to you represent the commercially reasonable efforts of Zertical. Using the Services may produce results that some people find objectionable, inappropriate, or offensive. We cannot guarantee that the Services will not locate unintended or objectionable content and assume no responsibility for the content.

Links To Third Party Websites

The Sites may contain links to other websites (the "Linked Sites"). The Linked Sites are not under the control of Zerticaland Zerticalis not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Zerticalis providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Zerticalof the site or any association with its operators.

No Unlawful or Prohibited Use

As a condition of your use of the Sites, you warrant to Zerticalthat you will not use the Sites for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the Sites in any manner that could damage, disable, overburden, or impair the Sites or interfere with any other party's use and enjoyment of the Sites. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Sites. You may not send automated queries of any sort to the Sites without express permission in advance from Zertical. Similarly, you are not allowed to copy, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code of, or modify the Sites in any manner.

Trademarks, Names and Logos

All trademarks, names and logos used on the Sites or delivered via the Services are either owned by Zertical or a use right has been granted to Zertical. Your use of the Services and Sites does not allow you to infringe those rights or the rights of the third parties that may exist in material contained in the Sites. No license is expressly impliedly granted within or as a result of your use of the Sites or Services. Without the prior permission of Zertical, except in the utilization of our widgets or mobile applications, you agree not to display or use in any manner, any of the trademarks, names and logo featured on the Sites for which you do not have personal rights.

Use of Communication Services

The Sites may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, and/or other message or communication facilities designed to enable you to communicate with the public at large or with a group (collectively, "Communication Services"), you agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service. By way of example, and not as a limitation, you agree that when using a Communication Service, you will not:

* Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.

* Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information.

* Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents.

* Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer.

* Advertise or offer to sell or buy any goods or services for any business purpose.

* Conduct or forward surveys, contests, pyramid schemes or chain letters.

* Download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner.

* Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.

* Restrict or inhibit any other user from using and enjoying the Communication Services.

* Violate any code of conduct or other guidelines, which may be applicable for any particular Communication Service.

* Harvest or otherwise collect information about others, including e-mail addresses, without their consent.

* Violate any applicable laws or regulations.

Zerticalhas no obligation to monitor the Communication Services. However, Zerticalreserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. Zerticalreserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.

Zerticalreserves the right at all times, in it's sole discretion, to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials.

Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you download the materials.

Materials Provided To ZerticalOr Posted On The Sites

Zerticaldoes not claim ownership of the materials you provide to Zertical(including feedback and suggestions) or post, upload, input or submit to the Sites or its associated services (collectively "Submissions"). However, by posting, uploading, inputting, providing or submitting your Submission you are granting Zerticalpermission to use your Submission in connection with the operation of their business including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; and to publish your name in connection with your Submission.

No compensation will be paid with respect to the use of your Submission, as provided herein. Zerticalis under no obligation to post or use any Submission you may provide and may remove any Submission at any time in Zertical's sole discretion.

By posting, uploading, inputting, providing or submitting your Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.

LIABILITY DISCLAIMER

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITES MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. JOMA AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SITES AT ANY TIME. ADVICE RECEIVED VIA THE SITES SHOULD NOT BE RELIED UPON FOR PERSONAL, MEDICAL, LEGAL OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION.

JOMA AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE SITES FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. JOMA AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OF JOMA FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL JOMA AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITES, WITH THE DELAY OR INABILITY TO USE THE SITES OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SITES, OR OTHERWISE ARISING OUT OF THE USE OF THE SITES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF JOMA OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITES, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITES.

Termination and Access Restriction

Zerticalreserves the right, in its sole discretion, to terminate your access to the Sites and the related services or any portion thereof at any time, without notice.

General

To the maximum extent permitted by law, this agreement is governed by the Laws of the State of California, U.S.A., and you hereby consent to the exclusive jurisdiction and venue of courts in Los Angeles County, California, U.S.A. in all disputes arising out of or relating to the use of the Sites.

Use of the Sites is unauthorized in any jurisdiction that does not give effect to all provisions of this Terms Of Use Agreement, including without limitation this paragraph. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Zerticalas a result of this agreement or use of the Sites. Zertical's performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of Zertical's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Sites or information provided to or gathered by Zerticalwith respect to such use.

If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.

Unless otherwise specified herein, this agreement constitutes the entire agreement between you and Zertical with respect to the Sites and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Zerticalwith respect to the Sites. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be drawn up in English.

This Terms Of Use Agreement and your agreement to it and to use of the Sites and Services are for the benefit of Zerticaland its affiliates, successors or assigns.