TRUCEWORKS™ TERMS OF USE AGREEMENT

February 6, 2010

TruceWorks LLC ("TruceWorks" or "we") operates TruceWorks.com, which is a social networking platform that allows individuals to register online with their e-mail address in order to find and communicate with other individuals or entities for the purpose of conflict resolution with such other individuals or entities. The services offered by TruceWorks include general information about how to resolve conflict and two way private communication facilities via email between participating registrants; access to the TruceWorks website and TruceWorks Content; and any other features, content, or applications offered from time to time by TruceWorks in connection with TruceWorks's business (the "TruceWorks Services"). The TruceWorks Services are hosted in the United States. The TruceWorks Services, inclusive of any updates, enhancements, and new features are subject to the terms and conditions of this Agreement (as defined below).

This Terms of Use Agreement, as may be modified from time to time ("Agreement") constitutes legally binding terms and applies to your use of the TruceWorks Services. By accessing and/or using the TruceWorks Services, you agree to be bound by this Agreement, whether you are a "visitor" (which means that you simply browse the TruceWorks Services, including without limitation, through a mobile or other wireless device, or otherwise use the TruceWorks Services without being registered) or you are a "Member" (which means you have registered with TruceWorks). The term "User" refers to a Visitor or a Member. You are authorized to use the TruceWorks Services regardless of whether your access or use is intended only if you agree to abide by all applicable laws, rules and regulations ("Applicable Law") and the terms of this Agreement. In addition, in consideration for becoming a Member and/or making use of the TruceWorks Services, you must indicate your acceptance of this Agreement during the registration process.

TruceWorks reserves the right to modify this Agreement at any time and from time to time, and each such modification shall be effective upon posting at TruceWorks.com. All material modifications will apply prospectively only. Your continued use of the TruceWorks Services following any such modification constitutes your agreement to be bound by and your acceptance of this Agreement as so modified. It is therefore important that you review this Agreement regularly. If you do not agree to be bound by this Agreement and to abide by Applicable Law, you must discontinue use of the TruceWorks Services immediately. You may receive a copy of this Agreement by emailing us at: TruceWorks, Subject: Terms of Use Agreement.

  1. Eligibility. Use of the TruceWorks Services and registration to become a Member for the TruceWorks Services ("Membership") is void where prohibited. By using the TruceWorks Services, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are 13 years of age or older; and (d) you use of the TruceWorks Services does not violate any Applicable Law. Your profile may be deleted and your Membership my be terminated without warning, if we believe that you are under 13 years of age, if we believe that you are under 18 years of age and your represent yourself as 18 or older, or if we believe you are over 18 and represent yourself as under 18.

  2. Term. This Agreement, and any posted revision to this Agreement, shall remain in full force and effect while you use the TruceWorks Services or are a Member. You may terminate your Registration at any time, for any reason, by following the instructions on the Member's Account Settings page. TruceWorks may terminate your Membership at any time, for any or no reason, with or without prior notice or explanation, and without liability. Furthermore, TruceWorks reserves the right, in its sole discretion, to reject, refuse to pose or remove any posting (including without limitation, private messages, and emails (collectively, "Messages") by you, or to deny, restrict, suspend, or terminate your access to all or any part of the TruceWorks Services at any time, for any or no reason, with or without prior notice or explanation, and without liability. TruceWorks expressly reserves the right to remove your profile and/or deny, restrict, suspend, or terminate your access to all or any part of the TruceWorks Services if TruceWorks determines, in its sole discretion, that you have violated this Agreement or pose a threat to TruceWorks, its employees, business partners, Users and/or the public. Even after Membership is terminated this Agreement will remain in effect, including, without limitation Sections 5-18.

  3. Fees. You acknowledge that TruceWorks reserves the right to charge for any portion of the TruceWorks Services and to change its fees (if any) from time to time in its discretion. If TruceWorks terminates your Membership because you have breached this Agreement, you shall not be entitled to the refund of any unused portion of fees or payments (if any).

  4. Password. When you sign up to become a Member, you will also be asked to choose a password. You are entirely responsible for maintaining the confidentiality of your password. You agree not to use the account, username, email address or password of another Member at any time or to disclose your password to any third party. You agree to notify TruceWorks if you suspect any unauthorized use of your account or access to your password. You are solely responsible for any and all use of your account.

  5. Use by Members. The TruceWorks Services are for the personal use of Members, on an informational and non-commercial basis and may only be used for direct commercial purposes if they are specifically endorsed or authorized in writing by TruceWorks. Illegal and/or unauthorized use of the TruceWorks Services, including without limitation, use of TruceWorks content in any form whatsoever; collecting usernames; user id numbers; and/or email addresses of Members by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the TruceWorks Services, or employing third party promotional sites or software to promote profiles for money, is prohibited. Commercial advertisements, affiliate links, and other forms of unauthorized data collection may be removed from Member profiles without notice or explanation and may result in termination of Membership privileges. TruceWorks reserves the right to take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the TruceWorks Services.

  6. Proprietary Rights in Content on TruceWorks:
    1. TruceWorks does not claim any ownership rights in the text, files, or any other materials (collectively "Member Content") that you transmit, submit, display or publish ("post") on, through or in connection with the TruceWorks Services. After posting your Content on, through or in connection with the TruceWorks Services, you continue to retain any such rights that you may have in your Content, subject to the limited license herein. By posting any Content on, through, or in connection with the TruceWorks, you hereby grant to TruceWorks a non-exclusive, royalty-free, limited license to use, reproduce, and distribute (collectively "Use") such Content solely within TruceWorks for the purposes of evaluating the TruceWorks Services and will not be distributed by TruceWorks outside the TruceWorks Services or TruceWorks. After you remove your Member Content from the TruceWorks Services we will cease use as soon as practicable, and at such time, the license will terminate.

    2. You represent and warrant that: (i) you own the Member Content posted by you on, through or in connection with the TruceWorks Services, and (ii) the posting of your Member Content on, through or in connection with the TruceWorks Services does not violate the privacy rights, publicity rights, contract rights or any other rights of any individual or entity.

    3. The TruceWorks Services contain content of TruceWorks ("TruceWorks Content"). TruceWorks Content is protected by copyright, trademark, patent, trade secret and other laws, and TruceWorks owns and retains all rights in the TruceWorks Content and the TruceWorks Services. The foregoing notwithstanding, content other than the TruceWorks Content (and collectively included as the TruceWorks Content) is licensed or otherwise published by TruceWorks with the permission of the owner or owners of such content and all rights in such content are reserved to such owner or owners. TruceWorks hereby grants you a limited, revocable, nonsublicensable license to reproduce and display the TruceWorks Content, and excluding any software code, solely for your personal use in connection with viewing the TruceWorks website and using the TruceWorks Services, provided you do not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, sell or otherwise use any TruceWorks Content appearing on or through TruceWorks Services.

    4. TruceWorks performs technical functions necessary to offer the TruceWorks Services, including but not limited to, the technical processing and transmission of email communications. In addition, you agree and acknowledge that TruceWorks may send messages including, but not limited to, notifications, special offers, promotions, commercial advertisements, and marketing materials, in connection with the TruceWorks Services. You can control what type of communications you receive from the TruceWorks Services by logging into your account and choosing the appropriate notifications settings or by following the unsubscribe instructions contained at the bottom of commercial emails.

    5. TruceWorks reserves the right to limit the storage capacity of Content that you post on, through or in connection with the TruceWorks Services.

  7. Content Posted. Please choose carefully the information you post on, through or in connection with the TruceWorks Services and that you provide to other Members. Your TruceWorks profile may not include any form of Prohibited Content, as outlined in Section 8 below. Despite this prohibition, information or materials provided by other TruceWorks Members may, in whole or in part, be unauthorized, impermissible or otherwise violate this Agreement, and TruceWorks assumes no responsibility or liability whether at law or otherwise, for this material. If you become aware of misuse of the TruceWorks Services by any individual or entity, please contact TruceWorks at: TruceWorks

    1. TruceWorks may reject, refuse to post or delete for any or no reason, including, but not limited to, Member Content that in the sole judgment of TruceWorks violates this Agreement or which may be offensive, illegal or violate the rights of any individual or entity, or harm or threaten the safety of any individual or entity. TruceWorks assumes no responsibility for monitoring the TruceWorks Services for inappropriate Member Content or conduct. If at any time TruceWorks chooses, in its sole discretion, to monitor the TruceWorks Services, TruceWorks nonetheless assumes no responsibility for the Member Content, no obligation to modify or remove any inappropriate Member Content, and no responsibility for the conduct of the Member submitting any such Member Content.

    2. You are solely responsible for the Member Content that you post on, through or in connection with any of the TruceWorks Services, and any material or information that you transmit to other Members and for your interactions with other Members.

  8. Content/Activity Prohibited. The following are examples of the kind of Member Content that is illegal or prohibited to post on, through or in connection with the TruceWorks Services. TruceWorks reserves the right to investigate and take appropriate legal action against anyone who, in TruceWorks sole discretion, violates this provision, including, without limitation, removing the offending Member Content from the TruceWorks Services, terminating the Membership of such violators and/or reporting such Member Content or activities to law enforcement authorities. Prohibited Member Content includes, but is not limited to, Member Content that, in the sole discretion of TruceWorks:

    1. is patently offensive or promotes or otherwise incites racism, bigotry, hatred or physical harm of any kind against any individual or entity;

    2. harasses or advocates harassment of another person;

    3. exploits people in a sexual or violent manner;

    4. contains offensive subject matter;

    5. constitutes or promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, pornographic, defamatory, libelous or otherwise violates any law or right of any third party;

    6. furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to, making or buying illegal weapons, or violating someone's privacy;

    7. Advertising to, or solicitation of, any Member to buy or sell any products or services through the unauthorized or impermissible use of the TruceWorks Services. You may not transmit any chain letters or junk email to other s. In order to protect our Members from such advertising or solicitation, TruceWorks reserves the right to restrict the number of emails which a Member may send to other Members in any 24 hour period to a number which TruceWorks deems appropriate in its sole discretion. If you breach this Agreement and send or cause to send (directly or indirectly) unsolicited bulk messages, bulletins or other unauthorized commercial communications of any kind through the TruceWorks Services, you acknowledge that you will have caused substantial harm to TruceWorks, but that the amount of such harm would be extremely difficult to ascertain. As a reasonable estimation of such harm, you agree to pay TruceWorks $50.00 for each actual or intended recipient of such unsolicited message, bulletin or other unauthorized commercial communication you sent through the TruceWorks Services.

    8. circumventing or modifying, attempting to circumvent or modify, or encouraging or assisting an other person in circumventing or modifying any security technology or software that is part of the TruceWorks Services;

    9. Modifying, copying, distributing, downloading, scraping or transmitting in any form or by an means, in whole or in part, any Member Content from the TruceWorks Services other than your Member Content which you legally post on, through or in connection with the TruceWorks Services;

    10. Create or submit unwanted email ("Spam") to any other TruceWorks users or Members or any URL;

    11. Create or submit unwanted email ("Spam") to any other TruceWorks users or Members or any URL;

    12. Interfering with, disrupting, or creating an undue burden on the TruceWorks Services or the networks or services connected to the TruceWorks Services;

    13. Impersonating or attempting to impersonate TruceWorks or a TruceWorks employee, administrator or moderator, another Member, or individual or entity (including, without limitation, the use of email addresses associated with or of any of the foregoing):

      1. Using the account, username, password, or email of another Member at any time or disclosing your password to any third party or permitting any third party to access your account;

      2. Using or distributing any information obtained from the TruceWorks Services in order to harass, abuse, or harm another individual or entity, or attempting to do the same;

      3. Relaying email from a third party's mail servers without the permission of that third party;

      4. Involves the transmission of "junk mail" "chain Letters", or unsolicited mass mailing, "spimming", or "spamming";

      5. Using the TruceWorks Services in a manner inconsistent with any and all Applicable Law.

    14. Protecting Copyrights and Other Intellectual Property. TruceWorks respects the intellectual property of others, and requires that our users do the same. You may not upload, embed, post, email, transmit or otherwise make available any material that infringes any copyright, patent, trademark, trade secret or other proprietary rights of any person or entity. It is TruceWorks policy to terminate, in appropriate circumstances, the Membership of repeat infringers.

    15. Third Party Linked Services/Websites

      1. Third Party Linked Services. Linked Services created by third party developers may be or may become available on, through or in connection with the TruceWorks Services. Linked Services may include applications, websites, desktop, wireless, mobile and other services available from third parties which can be installed onto your TruceWorks profile or which may link to your TruceWorks account from outside of the TruceWorks Services. Linked Services may use your TruceWorks profile information, and/or other profile content on the Linked Service and share activity events between TruceWorks and the Linked Service (depending on the features the Linked Service chooses to make available).

      2. When you engage with a third party Linked Service, you are interacting with the third party, and not with TruceWorks. TruceWorks does not control the third party, and cannot dictate their actions. If you choose to use a third party Linked Service, the Linked Service may use and share your data in accordance with the privacy policy of and your privacy settings on such service. In addition, the third party providing the Linked Service may use other parties to provide portions of the application or service to you, such as technology, development or payment services. TruceWorks is not responsible for and makes no warranties, express or implied, as to the third party Linked Services or the providers of such Linked Services (including, but not limited to, the privacy practices thereof).
      3. Websites. External links to other websites does not imply an endorsement by TruceWorks of the materials disseminated at those websites, nor does the existence of a link to another site imply that the organization or person publishing at that site endorses any of the content at the TruceWorks website. Links to other websites are provided by TruceWorks as a convenience to its Members and users, and TruceWorks is not responsible nor does it endorse the content of the materials of any website so linked to the TruceWorks website.

    16. Member Disputes. You are solely responsible for your interactions with other TruceWorks Users, or any other parties with whom you interact through the TruceWorks Services. TruceWorks reserves the right, but has no obligation, to become involved in any way with these disputes.

    17. Privacy. Use of the TruceWorks Services is also governed by our Privacy Policy, which is incorporated into this Agreement by this reference.

    18. Disclaimers. TruceWorks is not responsible for and makes no warranties, express or implied, as to the User Content or the accuracy and reliability of the TruceWorks Content and/or Member Content ("User Content") posted through or in connection with the TruceWorks Services or Linked Services, by Users of the TruceWorks Services or Linked Services, and such User Content does not necessarily reflect the opinions or policies of TruceWorks. In addition, TruceWorks is not responsible for any damage, injury or loss caused by Users of the TruceWorks Services or Linked Services or by any of the equipment or programming associated with or utilized in the TruceWorks Services or Linked Services. Profiles and Linked Services created and posted by Members on, through or in connection with the TruceWorks Services may contain links to other websites or services. TruceWorks is not responsible for the content, accuracy or opinions or policies expressed on such websites and services, and such websites and services are not necessarily investigated, monitored or checked for accuracy or completeness by TruceWorks. Inclusion of any linked website or service on the TruceWorks Services does not imply approval or endorsement of the linked website or service by TruceWorks. When you access these third party sites and services, you do so at your own risk. TruceWorks takes no responsibility for third party advertisements or Linked Services that are posted on, through or in connection with the TruceWorks Services or Linked Services, nor does it take any responsibility for the goods or services provided by these third parties. TruceWorks is not responsible for the conduct, whether online or offline, of any User of the TruceWorks Services or Linked Services. TruceWorks assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any User or Member communication. TruceWorks is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email due to technical problems or traffic congestion on the Internet or on any of the TruceWorks Services or Linked Services or any combination thereof, including, without limitation, any injury or damage to Users or to any person's computer related to or resulting from participation or downloading materials in connection with the TruceWorks Services or Linked Services.

      UNDER NO CIRCUMSTANCES SHALL TRUCEWORKS BE RESPONSIBLE FOR ANY LOSS OR DAMAGES, INCLUDING, WITHOUT LIMITATION, PERSONAL INJURY OR DEATH, RESULTING FROM USE OF THE TRUCEWORKS SERVICES OR LINKED SERVICES, FROM ANY TRUCEWORKS CONTENT OR MEMBER CONTENT POSTED ON OR THROUGH THE TRUCEWORKS SERVICES OR LINKED SERVICES, OR FROM THE CONDUCT OF ANY USERS OF THE TRUCEWORKS SERVICES, WHETHER ONLINE OR OFFLINE. THE TRUCEWORKS SERVICES AND LINKED SERVICES ARE PROVIDED “AS-IS” AND AS AVAILABILE AND TRUCEWORKS EXPRESSLY DISLCAIMS ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. FURTHER, NOTHING CONTAINED ON THE TRUCEWORKS WEBSITE, INCLUSIVE OF CONTENT, SHOULD BE TAKEN TO CONTITUTE PROFESSIONAL ADVICE OR ANY FORMAL RECOMMENDATION AND TRUCEWORKS CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULSTS FROM USE OF THE TRUCEWORKS SERVICES OR LINKED SERVICES.

    19. Limitation on Liability. IN NO EVENT SHALL TRUCEWORKS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOST POFIT DAMAGES ARISING FROM YOUR USE OF THE TRUCEWORKS SERVICES OR LINKED SERVICES, EVEN IF TRUCEWORKS HAS BEEN ADVISED OF THE POSSIBIILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TRUCEWORKS LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO TRUCEWORKS FOR THE TRUCEWORKS SERVICES DURING THE TERM OF MEMBERSHIP.

    20. U.S. Export Controls. Software, if any, available in connection with the TruceWorks Services (the "Software") is further subject to United States export controls. No Software may be downloaded from the TruceWorks Services or otherwise exported or reexported in violation of U.S. export laws. Downloading or using the Software is at your sole risk.

    21. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the state of California, without regard to its conflict of law provisions. You and TruceWorks agree to submit to the exclusive jurisdiction of the courts located within the State of California to resolve any dispute arising out of this Agreement or the TruceWorks Services. EACH OF THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION (INCLUDING, BUT NOT LIMITED TO, ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD PARTY CLAIMS) ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. FURTHER, EACH PARTY HERETO CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF EITHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT IN THE EVENT OF SUCH LITIGATION; SEEK TO ENFORCE THIS WAIVER OF RIGHT TO A JURY TRIAL PROVISION. EACH OF THE PARTIES ACKNOWLEDGES THAT THIS SECTION IS A MATERIAL INDUCEMENT FOR THE OTHER PARTY ENTERING INTO THIS AGREEMENT.

    22. Indemnity. You agree to indemnify and hold TruceWorks, its subsidiaries, and affiliates, subcontractors, and other partners, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim or demand including, but not limited to, reasonable attorneys' fees, made by any third party due to or arising out of your use of the TruceWorks Services in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth in this Agreement and/or any Content that you post on, through or in connection with the TruceWorks Services.

    23. Other. This Agreement is accepted upon your use of the TruceWorks Website or any of the TruceWorks Services and is further affirmed by you becoming a Member. Your agreement with TruceWorks will always include this Agreement at a minimum. Your access and use of certain TruceWorks Services will require you to accept additional terms and conditions applicable to such certain TruceWorks Services, in addition to this Agreement, and may require you to download Software or Member Content. The failure of TruceWorks to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. TruceWorks is a trademark of TruceWorks LLC. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is unlawful, void or is unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.

Please contact us at: TruceWorks with any questions regarding this Agreement.

I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.