XPLORATION PARTNERS, LLC. TERMS OF USE.

These Terms of Use (“Terms”) together with the order form and all terms incorporated into these Terms by reference (collectively, the "Order Form") are the entire agreement of the parties regarding the subject matter hereof, superseding all other agreements between them, whether oral or written. In the event of a conflict between the terms and conditions of the order form and the terms and conditions of these Terms, the terms and conditions of these Terms will govern.

DESCRIPTION OF SERVICES

Xploration Partners will provide the product benefits set forth on the order form, and, in addition, Xploration Partners may provide you other services from time-to-time (collectively, the “Services”).

USE OF SERVICES

You will not: (a) use the Services for any purpose that is unlawful or prohibited by these Terms; You will use the Services in accordance with: (a) all applicable federal, national, state, provincial, municipal and local laws and regulations in each and every jurisdiction.

PROJECT COORDINATION

You will designate a Delivery Point of Contact “DPOC” for coordination of all project and services. Your DPOC will make reasonable effort to reciprocate weekly contact with the Xploration Partners team. You must immediately notify Xploration Partners of changes to your DPOC.

PAYMENT TERMS

You must pay the fees set forth in the order form in accordance with the terms set forth in the order form.

All payments due under the Order Form will be made: (a) ACH, credit card or by company check (in immediately available funds to an account designated by Xploration Partners); and (b) in U.S. Dollars. You must pay, and indemnify and hold Xploration Partners harmless from, any sales, use, excise or similar taxes and all government permit or license fees, and any costs associated with the collection or withholding thereof, including penalties and interest.

Interest on any late payments will accrue at the rate of 1.5% per month, or the highest rate permitted by law, whichever is lower, from the date such amount is due until finally paid. Xploration Partners may collect fees owed using other collection mechanisms (including, but not limited to, retaining collection agencies and legal counsel).

CONFIDENTIALITY AND PUBLICITY

“Confidential Information” means all information obtained, overhead or acquired (whether in oral, written, or other tangible or intangible form) by you or Xploration Partners (the “Receiving Party”) from you, Xploration Partners or any other member (the “Disclosing Party”) concerning or related to the Order Form or the Disclosing Party (whether before, on or after the Effective Date) which the Receiving Party knows or should know, given the facts and circumstances surrounding the disclosure of the information by the Disclosing Party, is confidential information of the Disclosing Party. Confidential Information includes, but is not limited to, the Services, the components of business plans, financial plans, know-how, customer information, strategies and other similar information. The Receiving Party will, during the term of the Order Form and thereafter, maintain in confidence the Confidential Information of the Disclosing Party and will not use such Confidential Information except as expressly permitted herein by Disclosing Party. The Receiving Party will use the same degree of care in protecting the Disclosing Party’s Confidential Information as the Receiving Party uses to protect its own Confidential Information from unauthorized use or disclosure, but in no event less than reasonable care. Confidential Information will not include information that: (a) is in or enters the public domain without breach of the Order Form through no fault of the Receiving Party; (b) the Receiving Party can reasonably demonstrate was in its possession prior to first receiving it from the Disclosing Party; (c) the Receiving Party can demonstrate was developed by the Receiving Party independently and without use of or reference to the Disclosing Party’s Confidential Information; (d) the Receiving Party receives from a third-party without restriction on disclosure and without breach of a nondisclosure obligation; (e) in the case of another Member’s information, if the Receiving party receives the information from that Member within the context of a relationship with that Member, in which case the Receiving Party’s arrangements with that Member, if any, will apply.

You acknowledge and agree that Xploration Partners may use your name, trade name, trademarks, service mark, and logos (collectively “the Marks”) on Xploration Partners' website and publicly-available printed materials identifying you as user of Xploration Partners' services and, in connection therewith, grant Xploration Partners a revocable, non-exclusive, worldwide, royalty free, non-sublicensable, non-transferable license to use the Marks solely for that purpose. Xploration Partners will not use the Marks to imply that Xploration Partners is your affiliate or your partner or that you endorse, certify or recommend its products or services.

Xploration Partners acknowledges and agrees that maintaining the good will associated with the Marks is of substantial importance to you, and that Xploration Partners’ use of the Marks will be of such high-quality standards as to protect and maintain their value and associated goodwill.

WARRANTIES

Each party represents and warrants that: (a) it is validly existing and in good standing under the laws of its state of incorporation; (b) it has full corporate power and authority to execute, deliver and perform its obligations under the Order Form; (c) its execution and delivery of the Order Form and its performance of its obligations under the Order Form will not result in its breach of or default under any agreement or arrangement by which it is bound; (d) the person signing the Program Agreement on its behalf has been duly authorized and empowered to enter into the Order Form; and (e) the Order Form is valid, binding and enforceable against it in accordance with its terms.

DISCLAIMER

EACH PARTY PROVIDES EACH SERVICE ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATIONS, WARRANTIES, COVENANTS OR CONDITIONS OF ANY KIND. EACH PARTY ACKNOWLEDGES AND AGREES THAT THE OTHER DOES NOT HAVE ANY LIABILITY WITH RESPECT TO ACCESS, PARTICIPATION IN, USE OF THE SERVICES, OR ANY LOSS OF INFORMATION RESULTING FROM SUCH PARTICIPATION OR USE.

EXCEPT AS SET FORTH IN THE WARRANTIES PROVISION, EACH PARTY DISCLAIMS ANY AND ALL OTHER WARRANTIES AND REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO MEMBERSHIP AND THE SERVICES WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR OTHERWISE, INCLUDING ANY AND ALL: (A) WARRANTIES OF MERCHANTABILITY; (B) WARRANTIES OF FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT A PARTY KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED OR IS OTHERWISE AWARE OF ANY SUCH PURPOSE); AND (C) WARRANTIES OF NONINFRINGEMENT OR CONDITION OF TITLE.

EACH PARTY ACKNOWLEDGES AND AGREES THAT: (A) THE OTHER IS NOT RESPONSIBLE FOR DISCLOSURE OF OTHER MEMBER'S CONFIDENTIAL INFORMATION; (B) THE OTHER IS NOT RESPONSIBLE FOR OTHER MEMBERS' DISCLOSURE OF CONFIDENTIAL INFORMATION; AND (C) IT HAS RELIED ON NO WARRANTIES. THIS DISCLAIMER AND EXCLUSION WILL APPLY EVEN IF THE EXPRESS WARRANTY SET FORTH ABOVE FAILS OF ITS ESSENTIAL PURPOSE.

INDEMNIFICATION

Each party, at its sole expense, will defend, indemnify and hold the other and its directors, officers, employees, consultants, affiliates and agents (collectively, “Indemnitees”) harmless from and against any and all actual or threatened suits, actions, proceedings (at law or in equity), claims (groundless or otherwise), damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses (including, but not limited to, reasonable attorneys' fees and costs, expert witnesses’ fees and costs, penalties, interest and disbursements) arising from or relating to any third party claims, suit, action, or proceeding against any of the Indemnitees, whether successful or not, caused by, arising out of, resulting from, attributable to or in any way incidental to any grossly negligent act or willful misconduct by that party or any party acting on its behalf.

LIMITATION OF LIABILITY

EXCEPT FOR ANY ACTS OF FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT A BREACH OF THE CONFIDENTIALITY AND PUBLICITY PROVISION OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT WILL: (A) EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, LOSS OF REVENUE, LOSS OF GOODWILL, ANY INTERRUPTION OF BUSINESS OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THE ORDER FORM OR THE SERVICES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OR IS OTHERWISE AWARE OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) EITHER PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THE ORDER FORM OR THE SERVICES EXCEED THE AMOUNT OF FEES PAID BY YOU TO XPLORATION PARTNERS UNDER THE PROGRAM AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACCRUAL OF THE FIRST CLAIM. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION. THIS SECTION WILL BE GIVEN FULL EFFECT EVEN IF ANY REMEDY SPECIFIED IN THE ORDER FORM IS DEEMED TO HAVE FAILED IN ITS ESSENTIAL PURPOSE.

INSURANCE

Although not required to carry insurance, each member is strongly encouraged to carry an insurance policy to cover personal and business liability claims.

TERM AND TERMINATION

The term of the Order Form is set forth in the order form.

Unless otherwise set forth in the Order Form, either party may terminate the Order Form, for cause, if the other party breaches the Order Form and does not remedy such failure within 30 days after its receipt of written notice of such breach. You may terminate the Order Form, for convenience, with 30 days notice to Xploration Partners. Notwithstanding any terms to the contrary in the Order Form: (a) you will not be issued a refund if you terminate the Order Form for convenience; and (b) Xploration Partners may immediately terminate the Services or the Order Form for any reason at any time.

EFFECTS OF TERMINATION

Notwithstanding any terms to the contrary, the following provisions will survive any termination of the Order Form: Payment Terms, Confidentiality and Publicity, Disclaimer, Indemnification, Limitation of Liability, Effects of Termination, and Miscellaneous.

MISCELLANEOUS

The Order Form will be governed by and construed in accordance with the laws of the State of California applicable to agreements made and to be entirely performed within the State of California, without resort to its conflict of law provisions. Each party expressly consents to the nonexclusive personal jurisdiction and venue of the state and federal courts located in San Francisco County, California.

Except in the case of a merger or acquisition of substantially all of your assets, neither the Order Form nor any right or duty under the Order Form may be transferred, assigned or delegated by you, by operation of law or otherwise, without the prior written consent of Xploration Partners (which will not be unreasonably withheld). Subject to the foregoing, the Order Form will be binding upon and will inure to the benefit of the parties and their respective representatives, heirs, administrators, successors and permitted assigns.

The relationship between the parties will only be that of independent contractors. Neither party will have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other party, whether express or implied, or to bind the other party in any respect whatsoever.

Each party will, during and after the participation in and use of the Services, refrain from making any statements or comments of a defamatory or disparaging nature to any third party regarding the other, or any of the other’s officers, directors, employees, personnel, agents, policies, services or products, other than to comply with law.

If any provision of the Order Form is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other provisions of the Order Form will nonetheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by the Order Form is not affected in any manner adverse to any party. Upon such determination that any provision is invalid, illegal, or incapable of being enforced, the parties will negotiate in good faith to modify the Order Form so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled.

Except as set forth above, no modification, addition, deletion or waiver of any rights under the Order Form will be binding on a party unless made in writing, clearly understood by the parties to be a modification, addition, deletion or waiver and signed by a duly authorized representative of each party. No failure or delay (in whole or in part) on the part of a party to exercise any right or remedy hereunder will operate as a waiver thereof or effect any other right or remedy. All rights and remedies hereunder are cumulative and are not exclusive of any other rights or remedies provided hereunder or by law. The waiver of one breach or default or any delay in exercising any rights will not constitute a waiver of any subsequent breach or default.

Except for payments due under the Order Form, neither party will be responsible for any failure to perform or delay attributable in whole or in part to any cause beyond its reasonable control, including but not limited to acts of God (fire, storm, floods, earthquakes, etc.), civil disturbances, disruption of telecommunications, disruption of power or other essential services, or interruption or termination of service by any service providers being used by Xploration Partners to link its servers to the Internet.

Any notice or communication required or permitted to be given hereunder must be in writing signed or authorized by the party giving notice, and may be delivered by hand, deposited with an overnight courier, sent by confirmed email, confirmed facsimile, or mailed by registered or certified mail, return receipt requested, postage prepaid, in each case to the address of the receiving party as identified on the Order Form or at such other address as may hereafter be furnished in writing by either party to the other party. Such notice will be deemed to have been given as of the date it is delivered.