TERMS OF USE AND END USER LICENSE AGREEMENT
FOR B2B SOFTWARE, B2B WEBSITE(S) and B2B SERVICES
 

Buddy2Buddy.com Corp. and its affiliates provide free software, tools, services and content in exchange for Information and limited, reasonable advertising.

PRIMARY NOTICES

Special notice for non-English speakers

B2B Software and services are suited mainly for the use of English speakers and, therefore, B2B's Agreement is written in English and is addressed to English speakers. Please make sure you understand the terms of B2B Software and services and this Agreement. If you do not, then please refrain from installing B2B's Software and using our Services. In any event, if you choose to download or install B2B's Software or use the Services, you will be bound by B2B's Agreement and Privacy Policy incorporated therein.

Special Notice to Alaska and Utah Residents

If you reside in either Alaska or Utah then you are not permitted to download, install or use the B2B Software. For more information about this please see Alaska's Stat. §45.45.798 (2005) and Utah Code Ann. §13-40-102 (2006). For that reason, by downloading or installing the B2B Software you declare and represent that your computer is not located in the states of Alaska or Utah. To the extent that our system is able to recognize that your computer is located in the states of Alaska or Utah, we will not enable you to use the B2B Software.

Notice for All Users:

By downloading the B2B Software (defined below), you are downloading Advertisement supported free software and services and System Save, an ad-serving, redirecting, behavior monitoring and storage program and related applications which will show you a limited number of targeted or untargeted websites and advertisements, including pop ads that pop up on your screen in a separate browser. These pop up advertisements are based on keywords from search terms you input and websites and pages therein that you visit. For more information about the information collected, used, and disclosed by these technologies, please read our Privacy Policy. When running, you can access the B2B Software from the system tray, desktop icons, and program folders and you can uninstall anytime by using Add or Remove Programs as further discussed below. The B2B Software is a service of Buddy2Buddy.com Corp. and its affiliates.

PLEASE READ THE FOLLOWING AGREEMENT AND PRIVACY POLICY CAREFULLY BEFORE DOWNLOADING, INSTALLING AND USING THIS SERVICE.

1. Acceptance of Terms

Any person who wishes to use B2B’s Software, Website(s) and Service(s) (collectively “Services”), as defined below, must agree to the terms and conditions of this Terms of Use and End User License Agreement, which includes the B2B Privacy Policy (collectively, the "Agreement"), as well as all other policies and guidelines incorporated by reference in this Agreement. The Agreement is a binding agreement between you (“you”, “your” and “user”) and Buddy2Buddy.com Corp. ("B2B"). For more information about B2B, go to http://support.buddy2buddy.com/aboutus.asp

Any capitalized terms used and not defined in this Agreement are defined in the Privacy Policy or any applicable service-specific privacy notice.

BY CLICKING "ACCEPT," "FINISH," "CONTINUE" OR A SIMILAR ACKNOWLEDGMENT BELOW OR BY DOWNLOADING OR INSTALLING, REGISTERING FOR, OR ACCESSING OR USING THE SERVICE, YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT AND ALL POLICIES AND GUIDELINES INCORPORATED BY REFERENCE. YOU REPRESENT THAT YOU ARE AT LEAST 13 YEARS OF AGE AND CAN BE LEGALLY BOUND BY THIS AGREEMENT. YOU ALSO MUST AGREE, IN ADDITION TO ALL OF THE TERMS, CONDITIONS, DISCLAIMERS, LIMITATIONS AND RESTRICTIONS SET FORTH BELOW: (I) THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT MANUALLY SIGNED BY YOU; (II) NOT TO CONTEST THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT ON THE GROUNDS THAT IT IS NOT IN WRITING OR THAT IT DOES NOT CONTAIN AN ORIGINAL SIGNATURE; (III) THAT THIS AGREEMENT, IF INTRODUCED AS EVIDENCE ON PAPER IN ANY JUDICIAL, ARBITRATION, MEDIATION OR ADMINISTRATIVE PROCEEDINGS, WILL BE ADMISSIBLE AS BETWEEN THE PARTIES TO THE SAME EXTENT AND UNDER THE SAME CONDITIONS AS OTHER BUSINESS RECORDS ORIGINATED AND MAINTAINED IN DOCUMENTARY FORM; AND (IV) NOT TO CONTEST THE ADMISSIBILITY OF COPIES OF THIS AGREEMENT UNDER EITHER THE BUSINESS RECORDS EXCEPTION TO THE HEARSAY RULE OR THE BEST EVIDENCE RULE ON THE BASIS THAT THE AGREEMENT WAS NOT ORIGINATED OR MAINTAINED IN DOCUMENTARY FORM. PLEASE READ THIS AGREEMENT CAREFULLY. IF YOU DO NOT WISH TO BE BOUND BY THIS AGREEMENT, DO NOT INDICATE YOUR ACCEPTANCE, AND/OR DO NOT USE THE SERVICE.

2. Description of B2B Software

"B2B Software" means (a) the software we provide to you; and (b) any Updates, or portions therof, that we or our affiliates provide to you.

3. Important Information Regarding System Save

a. License and Functionality. By installing B2B Software you are also installing an ad-serving, redirecting and behavior monitoring program(s) and application(s) (collectively “System Save”), and you hereby grant permission for B2B to continuously collect certain information to determine or predict user characteristics, behavior, or preferences, such as: key strokes, key words and click stream data, including portions of search terms, website addresses or URLs from the websites you visit and your frequency of visits to such websites and pages, content of messages and emails and other data traffic or Information related to your access to and use of the B2B Network or Internet; store this information on your computer in a configuration file and/or transmit or upload this information to our servers so that we may select, display and/or send targeted and untargeted websites, pop-up, pop-under, html roll-overs, banners, text links, IM advertisements, and any other kind of commercial communication or marketing material (individually and collectively “Advertisement(s)”) to you and for other business purposes. These Advertisements may be displayed on your computer screen at any time while you are online (and not necessarily while you are using any product or service related to or downloaded with the B2B Software) and pop-up on your screen in a separate browser.

b. Display of Advertising. System Save starts automatically when you start your computer, runs in the background on your computer and may occasionally or continuously direct you to our sponsors' websites. By installing and/or using the B2B Software you grant permission for B2B to display and/or send Advertisements and occasionally display sponsors' websites to you. The frequency of Advertisements which will pop up on your screen in a separate browser will be limited, but will vary depending on your use of the Internet. To see a representative example of an Advertisement that may be displayed, go to http://support.buddy2buddy.com/faq.asp#example which is incorporated herein by reference.

c. Identification of Advertisements. Certain of the Advertisements that System Save presents are provided in a separate browser window and are not endorsed by or affiliated with the websites that trigger their appearance. Such Advertisements that System Save presents will be branded with the System Save brand name in the browser window so you will know that they are brought to you by System Save and not by the Web pages you may be viewing when the Advertisement(s) are displayed. Please note, however, that in certain limited circumstances the System Save’s or the advertisement provider’s branding may not be readily apparent. For example, if your browser settings are set such that the title bar is not visible, or your browser redirects you away from the initially generated window.

d. Updates. B2B, in its sole discretion, may provide you with Updates to the B2B Software as part of this Agreement with or without notice. The B2B Software will check with B2B for the existence of any Update that B2B has released, and in the event that one is available, the B2B Software will update itself automatically. Nothing herein shall be construed or interpreted as requiring that B2B provide Updates.

4. Description of Service

a. The Service(s) shall include the B2B Software, B2B websites, and any service, product, communication, material or new features, including Updates, that augment, enhance or are bundled with a service or product provided by for or on behalf of B2B (hereafter individually and collectively “Service(s)”.

b. Amongst other things, the Service provides users and other third parties with the capability to see when others are online, send and receive instant messages and text, electronic mail, Voice IP, file share, video chat, send and receive alerts and send and/or receive other material, and information via the Internet. By registering for and using this Service, you acknowledge that other users of the Service may elect to receive a notification from the Service when you sign on and may send you instant messages and other information and material, or otherwise contact you via the Service. If you desire to block the notification feature of the Service sent to other users or if you don't want to receive messages from such users, you can enable the "Ignore" feature of the Service. The "Ignore" feature allows you to create a list of users you wish to block that you can review and edit from time to time. Your ability to send and receive instant messages and other information may be blocked by B2B and by other users, which may partially or wholly limit your ability to use the Service. By using the Service, you agree that B2B has no responsibility for the assessment, or for resolving any disputes arising from a user's ability to ignore, limit, block, send messages, information, material or otherwise use the Service.

c. Once installed the Service will install a B2B email signature similar to the one displayed here http://support.buddy2buddy.com/faq.asp#signature. If you do not want to use a B2B email signature then please go to http://support.buddy2buddy.com/faq.asp#signature for directions.

d. The Service will always send an auto message inviting people to join the B2B Network whenever a Buddy2Buddy user initiates a chat session with another user that is in their Buddy List. Please click here to see what this message looks like.

e. You expressly acknowledge and agree that you shall receive, and desire to so receive, various products/services, marketing ads, and campaigns of third parties, including Advertisements through the appearance of links, menus, pop-ups, and other methods on and/or in connection with the Service. Go to http://support.buddy2buddy.com/faq.asp#ads to view samples of such third party promotions.

5. License

a. As long as you comply with, and subject to, this Agreement, B2B grants to you a non-exclusive, revocable license to install, access and use the Service, solely for the purposes described in this Agreement.

b. As a condition of this license, you will: (a) download, install, access and use the Service in compliance with all applicable local, state, national, and international laws, rules and regulations, (b) not remove, alter or obscure any proprietary notices (including copyright notices) of B2B or its licensors in the Services, (e) not use the Services for purposes for which it is not designed; and (d) only use the Service for your personal use. You must be at least thirteen (13) years of age to download, install, access or use the Service. B2B reserves the right to refuse and/or terminate the Service to anyone at any time without notice for any reason.

6. Internet Access

In order to use the Service, you must obtain access to the World Wide Web, either directly or through devices that access web-based content, and pay any service fees associated with such access. In addition, you must provide all equipment necessary to make such connection to the World Wide Web, including a computer and modem or other access device.

7. Access and Evites and Other Communications to and Uses of Recipient Email Addresses

a. During our registration process and after a person becomes a B2B Network registered member (“Member(s)”) you can invite friends and other persons to join the B2B Network by sending invitation emails.

b. You understand, acknowledge and agree that by providing us your user name(s) and password(s) you are granting B2B access to your address book(s) to retrieve all data within, you have the right to and have voluntarily identified or provided such data including all recipient email addresses located therein, B2B did not induce you to send such invitation(s), you initiated the transmission of such email invitations when you clicked the “Click Here to Add Your Friends” link, and that we have permission to upload all such email addresses that remained selected to our database once you click the "Click Here to add your friends" so that: (i) the recipients may be added to your Friend’s list; (ii) we may send other commercial communications to the recipients; and (iii) we may share or sell such email addresses to third parties for compensation.  Recipients of invitations or other electronic promotional communications from us may contact us to stop the delivery of future promotional e-mail by following the specific instructions in the e-mail they receive.  For a more detailed description of how we collect, compile, use, share and sell information, please review our Privacy Policy.

8. B2B Privacy Policy

As a condition to accessing, installing or using the Service, you grant permission for B2B to collect, compile, merge, use, share, sell, distribute and transfer Information (as such term is defined in the Privacy Policy in accordance with the terms of our Privacy Policy, which may be updated from time to time, as expressed in the most recent version that exists at the time of your registration, installation, access or use of the Service. You acknowledge that you have reviewed the then-current Privacy Policy, which describes B2B’s practices with respect to the collection, compiling, merging, using, sharing, selling, distributing and transferring of Information in connection with your use of the Services and the B2B Network (as such term is defined therein), which, together with B2B’s Privacy Policy, is incorporated herein by reference. In addition, you agree that B2B may access or disclose your personal information (which may include nonpublic personal information), including the content of your messages and communications, if B2B is required to do so in order to comply with any valid legal process or governmental request (such as a search warrant, subpoena, statute, or court order), or as otherwise provided in this Agreement and/or the Privacy Policy. Personal information collected by B2B may be transmitted, transferred, stored and processed outside the country you reside in and you consent hereby to such international transfer and our use thereof in accordance with the terms herein and our Privacy Policy.

9. Conduct

a. You agree that you are responsible for your own communications and for any consequences thereof. This means that you, and not B2B, are entirely responsible for all content that you upload, post or otherwise transmit via the Service. B2B does not control the content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such content. You understand that by using the Service, you may be exposed to content that is offensive, indecent or objectionable. Under no circumstances will B2B be liable in any way for any content, including, but not limited to, for any errors or omissions in any content or for any loss or damage of any kind incurred as a result of the use of any content, information or materials (including Advertisements and any other third party marketing materials) posted or otherwise transmitted via the Service.

b. You shall not, shall not agree to, and shall not authorize or encourage any third party to: (i) use the Service to upload, transmit or otherwise distribute any Content that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, contains viruses, or is otherwise objectionable as determined by B2B; (ii) upload, transmit or otherwise distribute content that infringes upon another party's intellectual property rights or other proprietary, contractual or fiduciary rights or obligations; (iii) prevent others from using the Service; (iv) use the Service for any fraudulent or inappropriate purpose, (v) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; (vi) upload, post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation; (vii) harm minors in any way; (viii) forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Service; (ix) stalk or otherwise harass another; or (x) remove any copyright, trademark or other proprietary rights notices contained in or on the Service. Violation of any of the foregoing may result in immediate termination of your use of the Service with or without notice, and may subject you to state and federal penalties, damages and other legal consequences. B2B reserves the right, but shall have no obligation, to investigate your use of the Service in order (a) to determine whether a violation of this Agreement has occurred or (b) to comply with any applicable law, regulation, investigation, proceeding, legal process or governmental request. You understand that the technical processing and transmission of the Service, including your content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

c. You understand and acknowledge the global nature of the World Wide Web, and agree to comply with all rules, laws and regulations regarding online conduct and acceptable Content.

10. Content of the Service

B2B takes no responsibility for third-party content (including, without limitation, its legality and any viruses or other disabling features), nor does B2B have any obligation to monitor such third-party content. B2B reserves the right at all times to remove or refuse to distribute any content on the Service, such as content which violates the terms of this Agreement. B2B also reserves the right to access, read, preserve, and disclose any information as it reasonably believes is necessary to (a) satisfy any applicable law, regulation, investigation, legal process or governmental request, (b) enforce this Agreement, including investigation of potential violations hereof, (c) detect, prevent, or otherwise address fraud, security or technical issues, (d) respond to User support requests, (e) for the benefit of B2B, or (f) protect the rights, property or safety of B2B and its affiliates, sources, licensors, representatives, partners, agents and representatives (collectively, “B2B Persons”), users of the Service and the public. B2B will not be responsible or liable for the exercise or non-exercise of its rights under this Agreement.

11. Your Account, Password and Security

If you don't already have a B2B ID and password, you will be prompted to complete the B2B registration process. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. You agree not to use the account, username, or password of another user or person at any time or to disclose your password to any third party. You further agree to (a) immediately notify B2B of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. You acknowledge and agree that B2B shall not be liable for any loss or damage arising from your failure to comply with this Section 11. The Service may allow you to communicate with users of other instant messaging products and services. In that event, you acknowledge and agree that (i) your use of the Service is subject to this Agreement and the terms governing the use of other instant messaging products and services you have agreed to, if any, and (ii) users of other instant messaging products are subject to the terms governing such other instant messaging products and services. Without limiting anything herein, B2B assumes no responsibility for the conduct or content of messages sent by users of this or other instant messaging products.

12. Fees

You acknowledge that B2B reserves the right to charge for the Services and to change its fees from time to time in its sole discretion. If B2B terminates your membership because you have breached the Agreement, you shall not be entitled to the refund of any unused portion of subscription fees.

13. Intellectual Property Rights

a. You acknowledge that the B2B Persons own all right, title and interest in and to the Service, portions of which are proprietary and confidential, including all intellectual property rights (the "B2B Rights”). Accordingly, you agree that you will not copy, reproduce, alter, modify, or create derivative works from the Service, except in accordance with this Agreement. You also agree that you will not use any robot, spider, other automated device, or manual process to monitor or copy any content from that portion of the Service which includes any B2B Rights. In addition and as described immediately below, B2B Rights do not include third-party content used as part of the Service, including the content of communications, Advertisements and any other third party material appearing on the Service. The B2B Persons hereby reserve all rights and licenses not herein specifically granted to you.

b. Except as stated in 11(c) below, B2B does not otherwise claim any rights in any of the Content that you upload or transmit from, or store using, your account.

c. By displaying or publishing ("posting") any content, messages, text, files, images, photos, video, sounds, profiles, works of authorship, or any other communications, materials or information (collectively, "Content") on or through the Service, you hereby grant to B2B, a non-exclusive, fully-paid and royalty-free, worldwide license (with the right to sublicense through unlimited levels of sublicensees) to use, copy, modify, adapt, create derivative works based upon, translate, publicly perform, publicly display, store, reproduce, transmit, transfer, share and distribute such Content for any legal purpose or use whatsoever. You also acknowledge, understand and agree that a back-up or residual copy of the Content posted by you may remain on the B2B servers after you have removed the Content from the Service, and B2B retains the unlimited rights and license to those copies to use such Content for any legal purpose or use whatsoever. You represent and warrant that: (i) you own the Content posted by you on or through the Services or otherwise have the right to grant the license set forth in this section, and (ii) the posting of your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person. You agree to promptly and fully pay for all royalties, fees, and any other monies owing any person by reason of any Content posted by you to or through the Service.

14. Compatibility

B2B does not warrant that the Service will be compatible with your hardware or other software installed on your computer system. Compatibility issues may cause your computer's performance to suffer. In the event that the Service is not compatible with your hardware or other software installed on your computer system, the Service can be uninstalled by going to the "Add/Remove Programs" menu on your computer and clicking the "Remove" button next to the entries for B2B. Like all software, the Service utilizes some of your computer's resources to run, including system memory and internet connection. Use of the Service on a computer with inadequate system resources will cause such computer's performance to suffer.

15. Representations and Warranties

You acknowledge, represent and warrant that (i) you own the computer on which you are installing the Service, or have the authority to install the Service on such computer; (ii) your installation and/or use of the Service will not violate any local, state, federal or international laws that apply to you; (iii) B2B is not causing the Service to be installed on your computer, but has provided the Service to you, which you are installing of your own volition; (iv) you own or otherwise have the valid right by contract or otherwise to supply to and allow B2B access to and use of Information (as such term is defined in our Privacy Policy Content or other data or information without violating any applicable law, rule or regulation or the privacy or proprietary rights of any third party, including without limitation, patents, copyrights, trade secrets, or other proprietary or intellectual property right(s) or any license or sublicense, covenant or contract with any third party; and (v) you have all necessary right, power and authority to enter into this Agreement and to provide and perform in accordance with the terms of this Agreement.

16. General Practices Regarding Use and Storage

You acknowledge that B2B may establish general practices and limits concerning use of the Service. You agree that B2B has no responsibility or liability for the deletion or failure to store any messages and other communications, Information or other Content supplied to, maintained or transmitted by the Service. You acknowledge that B2B reserves the right to log off accounts that are inactive for an extended period of time. You further acknowledge that B2B reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

17. Updates and Modifications/Termination to the Service

a. Automatic Updates. In addition to Section 3(d) above, the Service may communicate with B2B’s servers to check for available updates to the Service, including bug fixes, patches, enhanced functions and features, missing plug-ins and new applications and versions (individually and collectively, "Updates"). During this process, the Service sends B2B a request for the Updates. By installing or using the Service, you hereby agree to automatically request and receive Updates from B2B, in its sole discretion, at any time and for any reason without notice. Nothing herein shall be construed or interpreted as requiring that B2B provide Updates.

b. Modification/Termination. B2B reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice for any reason whatsoever. You agree that B2B shall not be liable to you or to any third party for any modification, suspension, discontinuance or termination of the Service. In the event of termination, your account will be disabled and you may not be granted access to your account or any files or other Content or Information contained in your account although residual copies of files, Information or Content may remain in our system for some time for back-up purposes or to maintain suppression file(s).

18. Uninstallation and Resetting of Preferences

a. You can stop receiving Advertisements generated by System Save by manually removing all B2B Software on your computer. B2B Software may be uninstalled by going to the "Add/Remove Programs" menu on your computer and clicking the "Remove" button next to the entry for the B2B Software and System Save software. Specifically, to uninstall the B2B Software and System Save software, please follow these steps: 1. Go to Start menu; 2. Select Control Panel; 3. Select Add or Remove Programs; 4. Select the B2B Software and System Save software; 5. Click Change/Remove. Please note that the above is the only proper way to ensure complete removal of all B2B Software files – many anti-spyware or other software tools do not completely or properly remove the System Save software component of the B2B Software.  If the System Save is manually removed by you, upon your next use of a B2B product/service, you will receive a prompt letting you know that the applicable software is Advertisement supported and that the removed application(s) and other corresponding files need to be installed again in order for you to use such Advertisement supported B2B product/service.  You may be required to restart your computer in order for the uninstallation to take effect. For more information on how to uninstall or remove B2B Software, System Save or any other portion of the Service from your computer please click here.

b. The B2B Software will always auto-launch when you restart WINDOWS. You may reset this setting by re- toggling. For more information on how to reset such preferences please click here.

19. Dealings with Advertisers

Your correspondence or business dealings with, or participation in promotions of, advertisers or any other party found on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser or third party. You agree that the B2B Persons shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such Advertisements, advertisers or any other third party on the Service. In addition, upon installation of the B2B Software, a few icons may be placed on your desktop. Such icons shall link to websites of either B2B or third parties. In the event that such an icon links to a website of a third party, the terms of use, privacy policy and/or any other guidelines and/or agreements of such website shall exclusively govern your use of such website and B2B disclaims any liability which may arise from or in connection with your use of such third party website.

20. Links; Search Results

a. The Service may provide, or third parties may provide, links to other World Wide Web sites, Advertisements, or resources. You acknowledge and agree that B2B is not responsible for the availability of such external sites, Advertisements, or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites, Advertisements, or resources or any use or reliance thereon. The terms of use, privacy policy and/or any other guidelines and/or agreements of such sites, Advertisements or resources shall exclusively govern your use of such sites, Advertisements or resources. You further acknowledge and agree that B2B shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site, Advertisement or resource.

b. The sites displayed as search results by the Service are developed by people over whom B2B exercises no control. The search results that appear from these indices are indexed by automated machinery and computers, and B2B cannot and does not screen the sites before including them in the indices from which such automated search results are gathered. A search using the Service may produce search results and links to sites that some people find objectionable, inappropriate, or offensive. We cannot guarantee that a search will not locate unintended or objectionable content and assume no responsibility for the content of any site included in any search results or otherwise linked to by the Service.

21. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

a. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE AND ALL MATERIALS, INFORMATION, CONTENT, PRODUCTS AND SERVICES INCLUDED IN THE SERVICE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITH NO WARRANTIES WHATSOEVER. THE B2B PERSONS, EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS.

b. THE B2B PERSONS MAKE 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, CONTENT OR OTHER MATERIAL ACCESSED, PROVIDED, PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SERVICE WILL BE CORRECTED.

c. ANY INFORMATION, DATA, SERVICE, SOFTWARE OR MATERIAL ACCESSED, 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 LIABILITY OR DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE ACCESS, DOWNLOAD OR USE OF ANY SUCH MATERIAL.

d. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE B2B PERSONS OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.

22. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE B2B PERSONS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER LOSSES (EVEN IF THE B2B PERSONS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO DOWNLOAD, INSTALL, ACCESS OR USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, CONTENT, MATERIAL OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS, CONTENT OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE. THIS LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE SERVICE OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE SERVICE, AS WELL AS BY REASON OF ANY INFORMATION, CONTENT, MATERIAL OR ADVICE RECEIVED THROUGH OR ADVERTISED ON THE SERVICE OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE SERVICE. SUCH LIMITATION SHALL FURTHER APPLY WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF THE SERVICE OR ANY INFORMATION OR MERCHANDISE THAT APPEARS ON, OR IS LINKED OR RELATED IN ANY WAY TO, THE SERVICE. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.

SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

Without limiting the foregoing, under no circumstances shall the B2B Persons be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light, or air conditioning.

23. Indemnity

You agree to promptly indemnify and hold the B2B Persons harmless from any claim or demand, including litigation costs and attorneys' fees, of every kind and nature as incurred, made by any third party due to or arising out of Content you submit, post to or transmit through the Service, your use of the Service, your Interaction with the Service, your violation of this Agreement, or your violation of any rights of another.

24. Special Admonition for Services Relating to Financial Matters

If available and you intend to receive or request any news, messages, alerts or other information from the Service concerning companies, stock quotes, investments, securities or any other data or information, please read the above Sections 21 and 22 again. In addition, for this type of information particularly, the phrase "Let the investor beware" is apt. The Service is provided for informational purposes only, and no content included in the Service is intended for trading or investing purposes. B2B shall not be responsible or liable for the accuracy, usefulness or availability of any information transmitted via the Service, and shall not be responsible or liable for any trading or investment decisions made based on such information.

25. Publicity

Any use of B2B’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features (collectively, "B2B Marks") must be in compliance with this Agreement.

26. Notice

Notices to you may be made via either email or regular mail. The Service may also provide notices of changes to the Agreement or other matters by displaying notices or links to notices to you generally on the Service.

27. Disputes

The parties expressly disclaim the applicability of, and waive any rights based upon, the Uniform Computer Information Transactions Act or the United Nations Convention on the Sale of Goods. You irrevocably waive your right to a trial by jury and consent that service of process may be effected in accordance with the notice provisions contained in Section 26. Although you may remotely access or use the Service via computer or any other interface, such Services are maintained in systems in Panama and such access will be and for all purposes will be deemed to be in Panama. YOU SHALL NOT BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER USERS OR MEMBERS, OR BRING ANY CLAIM AS A REPRESENTATIVE OR CLASS ACTION OR IN A PRIVATE ATTORNEY GENERAL CAPACITY.

28. Assignment; Transfer

B2B may transfer, assign sublicense or pledge in any manner whatsoever, any of its rights and associated goodwill attached thereto and obligations under this Agreement to any third party whatsoever, without notice and without the need to receive your consent. This Agreement, the Service and any portions thereof shall inure to the benefit of B2B and its successors and assigns.

29. Choice of Law; Jurisdiction; Forum

This Agreement shall be governed by and construed in accordance with the laws of Panama, without giving effect to the principles of conflicts of laws thereof. Notwithstanding anything else, you consent specifically to the non-exclusive jurisdiction of the courts of Panama for purposes of all legal proceedings arising out of or relating to this Agreement.

30. General Information

This Agreement constitute the entire agreement between you and B2B and governs your use of the Service, superseding any prior agreements between you and B2B, whether written or oral. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content or third-party software or any other service or product provided by for or on behalf of B2B. The failure of B2B to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed to the extent necessary to make it enforceable to the highest extent, and the other provisions of this Agreement remain in full force and effect. Except as specifically set forth below, this Agreement cannot be amended, modified, or waived, unless the change is written and signed by an authorized B2B representative. You shall not transfer, assign, sublicense nor pledge in any manner whatsoever, any of your rights or obligations under this Agreement. All remedies set forth in this Agreement are cumulative and in addition to and not in lieu of any other remedy of the B2B Persons at law or in equity. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to download, installation, access or use of the Service or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The terms and conditions providing for any activity following the termination or expiration of this Agreement, any warranties, disclaimers, remedies and any indemnification obligations, and any other provision which, by its terms is intended to survive the termination of this Agreement, shall survive the termination or expiration of this Agreement.

31. Violations

Please report any violations of this Agreement to our Customer Care group @ support@buddy2buddy.com

32. Changes

We may change any of the terms and conditions contained in this Agreement, including the Privacy Policy and other policies and guidelines governing the Service, at any time in our sole discretion. Notice of material changes to this Agreement will be posted on B2B’s web site or on the Service. You are responsible for reviewing the notice and any applicable changes. You agree that your continued use of the Service following any changes to this Agreement and after the changes take effect will constitute your acceptance of such changes. If you do not agree to future changes to this Agreement, do not continue to use the Service after the effective date of such changes and uninstall all B2B Software.