Terms: Application Use, Service Agreement And Terms This APPLICATION USE AND SERVICE AGREEMENT ("Agreement") is an agreement between THOR USA, Inc. DBA www.ProofAlert.com ("Company") and the party set forth in the related order form ("Customer", "Client", "you", "your") incorporated herein by this reference and applies to the use of the service offered and shown on the www.ProofAlert.com website (collectively, the "Services"). The parties understand, acknowledge and agree that this is an online agreement which is being entered into in conjunction with the Order. By placing the Order, you acknowledge that you have the power and capacity to enter into this contract on behalf of your company or organization. PLEASE READ THIS AGREEMENT CAREFULLY. 1A. APPLICATION OF THE SERVICE The website, www.ProofAlert.com, is designed to allow art evaluation, approval and advise art changes and feedback in a timely and simplified manner for small businesses with low volume of use. 1B. This site and service is designed for small businesses, which include: promotional products distributors, sign shops, awards and trophy shops, small paper printers and small screen printers. If your business is high volume, such as a promotional products/advertising specialties supplier or wholesale-to-the-trade printer, please contact us for rates and customization. 2. PAYMENT AND INVOICING 2A. Upon acceptance of these terms and payment in full, Company grants you a non-exclusive, non-transferable license to use the Service. Company reserves the right to modify or terminate the Service for any reason, without notice at any time. Company, at its sole discretion and for any reason, reserves the right to refuse service to anyone or any company at any time. 2B. Each Service Order is good for one email address and one user only (see item number 1B). This user and email information will be provided in the Sign-Up and Order Online Proofing page of the www.ProofAlert.com website. 2C. All Client accounts for Service are set up on a pre-pay basis in yearly increments. All pricing is guaranteed for the term of pre-payment. All Service accounts are setup on anniversary billing cycles. Client's particular billing cycle corresponds to the contract length that was initially chosen during original Client Order for Service. Company reserves the right to change prices at any time. Current Service pricing may be seen on the Company website: www.ProofAlert.com 2D. Client will receive a renewal bill prior to the expiration of the current Service term. Any Client account not brought current within one week (seven days) of the Service expiration or exceeding this time frame in any way is subject to Service suspension. Reinstatement of Service is subject to a fee of $35.00 plus current yearly Service fees. 2E. There is a non-refundable $30.00 set-up fee to include a company logo on the Client's proof page. A separate invoice will be sent for this fee. The set-up fee will be charged if the original company logo is replaced with a new company logo. 2F. Client is responsible for all fees owed for Services from the time it was established to the time that Client notifies Company to request a termination of services. Content will be removed from the Service upon terminiation of Service. 2G. All prices and payments are in U.S. currency. Company will bill Client $50.00 (fifty US dollars) per credit card or Paypal chargeback received and Client agrees to pay this fee.. 3. REFUNDS AND CANCELED ACCOUNTS 3A. Refund of Yearly Service fees. We want you to be completely satisfied with the Service. Most of our business is from referrals of very pleased and gratified clients: OUR SUCCESS DEPENDS ON YOUR SATISFACTION! We believe that our ProofAlert.com Online Proofing System will prove its value to your company over and over again. If you are not completely satisfied for any reason, advise Company of your refund request within 20 days of your initial sign-up, and you will receive a prompt, no questions asked, FULL REFUND (less any fees stated in item #2E). Clients who obtain refunds will have their accounts immediately canceled after the refund has been provided and all of Client's content will be removed. 3B. All refund/cancellation requests must be done via the "Contact Us" form on the www.ProofAlert.com website. Customer's complete company name, address, phone and email address must be included within the "Contact Us" form along with Customer's refund/cancellation request. Phone, Fax, live/online website chat or email requests will not constitute acceptance of any refund/cancellation. 3C. Clients that have received a www.ProofAlert.com website services refund will not be allowed to sign-up, have access to, or use the www.ProofAlert.com website services in the future. 3D. Once your account is cancelled, all of your content will be immediately deleted from the Service. Since deletion of all data is final, please be sure that you do, in fact, want to cancel your account before doing so. 4. PROGRAM AND CODE OF THE WWW.PROOFALERT.COM AND RELATED WEBSITES You may not frame and present any Company content from www.ProofAlert.com and related websites as your own. You may not copy or allow any other user under your control to copy our intellectual property. You may not reverse engineer, redesign the code, or restructure the elements developed and designed to drive and implement the www.ProofAlert.com and related website software. 5. HYPERLINKS It may be possible for a user to hyperlink a design from www.ProofAlert.com to his or her own site. If that is done, www.ProofAlert.com expressly denies any responsibility for content or applicability of purpose. 6.CONTENT 6A. By using our Service and uploading content to www.ProofAlert.com, you agree to allow other internet users to view it and you agree to allow www.ProofAlert.com to display and store them and you agree that www.ProofAlert.com can, at any time, review all the content submitted by you to its Service. 6B. You retain ownership over all content that you submit to a www.ProofAlert.com account however, by making your content public or inviting others to view your content, you agree to allow others to view your content. 6C. www.ProofAlert.com shall own all right, title and interest, including all related intellectual property rights, in and to the www.ProofAlert.com technology and Service and any feedback, feature requests, suggestions, ideas, recommendations provided by you relating to the Service. 6D. All services provided by Company may be used for lawful purposes only. Transmission, storage, or presentation of any information, data or material in violation of any United States Federal, State or City law is prohibited. This includes, but is not limited to: material we judge to be threatening or obscene, or material protected by trade secret and other statute. The Client agrees to indemnify and hold harmless Company from any claims resulting from the use of the service which damages the client or any other party. Note: Pornography and sex-related merchandising and images are prohibited with the Service. This includes items that may infer sexual content. This is also true for items that promote any illegal activity or content that may be damaging to the Company, Company servers or any other server on the internet. Links to such materials are also prohibited. Examples of non-acceptable content: Pirated software Bulk Email related products Pornography/Nudity/Adult Content Hacking/cracking related items Material illegal under United States of America law Items containing or linking to material that may be considered detrimental to the public health, safety, or welfare. (Such as, but not limited to: Anarchists Cookbook, bomb making, weapon information, or anything else that may be considered detrimental or illegal.) Company will be the sole arbiter as to what constitutes a violation of this provision, and reserves the right to deactivate and remove any item at any time for any reason without refund. 6E. Copyright Violations: Company will respond to all reports of infringement that are formatted in accordance with the Digital Millennium Copyright Act and any other applicable copyright laws. Notices of infringement that do not comply with this act will not be processed. We will act in accordance with the DMCA when handling infringement reports. 6F: Content you upload will remain available for a minimum of 3 months. 7. REPRESENTATIONS AND WARRANTIES 7A. Confidentiality. The parties agree to hold each other's Proprietary or Confidential Information in strict confidence. "Proprietary or Confidential Information" shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial information. Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) is subject to disclosure under court order or other lawful process. The parties agree not to make each other's Proprietary or Confidential Information available in any form to any third party or to use each other's Proprietary or Confidential Information for any purpose other than as specified in this Agreement. Each party's proprietary or confidential information shall remain the sole and exclusive property of that party. The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this Agreement, the non-disclosing party may be entitled to equitable relief. Notwithstanding termination or expiration of this Agreement, Company and Customer acknowledge and agree that their obligations of confidentiality with respect to Proprietary or Confidential Information shall continue in effect for a total period of three (3) years from the Effective Date. 7B. Company makes the following representations for the benefit of Customer: (i). Customer acknowledges, understands and agrees that your Content may be: (a) transferred unencrypted and involve transmissions over various networks. (b)changes to conform and adapt to technical requirements of connecting networks or devices. (ii). Disclaimer of All Other Warranties. Customer acknowledges, understands and agrees that use of the Service is at Customer's sole risk. The Service is provided on an "as is" and "as available" basis without any warranty or condition, express, implied or statutory. Company does not warrant that the quality of any products, services, information, or other material purchased or obtained by you through the Service will meet your expectations, or that any errors in the Service will be corrected. (iii). Conformity, Performance, and Compliance. Company represents that (1) the Service will function under standard HTML conventions; (2)The Service is designed for conventional computer Internet browsing and not hand-held devices, although the Service may still function with hand-held devices. Due to the vast variety and constant changing of web browsers and Internet access devices, we can only state that the Service we produce will perform correctly with the following more popular and latest versions (at time of agreement) of web browsers: Internet Explorer, Mozilla Firefox, Google Chrome, Apple Safari. (iiii). COMPANY DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN ITS SERVICE, WEB PAGES OR THE WEB SITE WILL MEET THE CUSTOMER'S REQUIREMENTS OR THAT THE OPERATION OF THE SERVICE, WEB PAGES OR THE WEB SITE WILL BE UNINTERRUPTED OR ERROR-FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SERVICE, WEB PAGES OR THE WEB SITE IS WITH CUSTOMER. EXCEPT AS OTHERWISE SPECIFIED IN THIS AGREEMENT, COMPANY PROVIDES ITS SERVICES "AS IS" AND WITHOUT WARRANTY OF ANY KIND. THE PARTIES AGREE THAT (A) THE LIMITED WARRANTIES SET FORTH IN THIS SECTION ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED BY EACH PARTY, AND (B) EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, RELATING TO THIS AGREEMENT, PERFORMANCE OR INABILITY TO PERFORM UNDER THIS AGREEMENT, THE CONTENT, AND EACH PARTY'S COMPUTING AND DISTRIBUTION SYSTEM. IF ANY PROVISION OF THIS AGREEMENT SHALL BE UNLAWFUL, VOID, OR FOR ANY REASON UNENFORCEABLE, THEN THAT PROVISION SHALL BE DEEMED SEVERABLE FROM THIS AGREEMENT AND SHALL NOT AFFECT THE VALIDITY AND ENFORCEABILITY OF ANY REMAINING PROVISIONS. (iiiii). Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE, LOST PROFITS, WHETHER OR NOT FORESEEABLE OR ALLEGED TO BE BASED ON BREACH OF WARRANTY, CONTRACT, NEGLIGENCE OR STRICT LIABILITY, ARISING UNDER THIS AGREEMENT, LOSS OF DATA, OR ANY PERFORMANCE UNDER THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. THE MAXIMUM REMEDY AVAILABLE TO EITHER PARTY IS ANY AMOUNT PAID BY CUSTOMER HEREUNDER FOR THE CURRENT YEAR OF SERVICE. COMPANY MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO ANY THIRD PARTY PRODUCTS, THIRD PARTY CONTENT, IMAGES OR ANY SOFTWARE, EQUIPMENT, OR HARDWARE OBTAINED FROM THIRD PARTIES. 7C. Customer makes the following representations and warranties for the benefit of Company: (i). Customer represents to Company and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork or images furnished to Company or in the course of using the Service by Customer are owned by Customer, or that Customer has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Company and its subcontractors from any claim or suit arising from the use of such elements furnished by Customer. (ii). From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. Customer agrees that the Customer is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend Company and its subcontractors from any claim, suit, penalty, tax, or tariff arising from Customer's exercise of Internet electronic commerce and/or having a website developed by Company. 8. INDEMNIFICATION Client acknowledges, understands and agrees to indemnify, defend and hold Company and its officers, affiliates, agents, employees, and licensors (including the third party service providers) harmless from any and all claims, demand, loss, costs or expense, including attorneys' fees, made by any person arising out of Client's violation of this Agreement, State or Federal Securities laws or regulations, or any other person's rights including but not limited to infringement of any copyright or violation of any proprietary or privacy right. This indemnification and hold harmless agreement extends to all issues associated with Customer's account and use of Company's Services, including but not limited to proof service, website design and build, domain name selection, web site content, hosting and email service. Customer acknowledges, understands and agrees to fully defend, indemnify and hold harmless each Company Indemnitee against any and all Liabilities arising out of (a) any injury to person or property caused by any products or services sold or otherwise distributed in connection with Company services; (b) any material infringing or allegedly infringing on the proprietary rights of a third party; (c) copyright infringement and (d) any defective product or service which Client advertised or sold on or through a Company designed site. Under no circumstances, including but not limited to a negligent act, will Company or its officers, affiliates, agents, employees, or licensors (including third party service providers) be liable for any damages of any kind that result from the use of, or the inability to use, Services, website design and build, domain name selection, web site content, hosting services and email service even if any such party has been advised of the possibility of such damages. In no event will Company or its third party service providers be liable to Client or any third Party for any tort, contract or any other liability arising in connection with the use of any Services, website design and build, domain name selection, web site content, hosting services, email service or reliance on any information or services provided by Company. Company and its third party service providers will under no circumstances be liable to Client and/or any third party, regardless of the form of action, for any loss of profits, goodwill, use, data or other intangible losses, or any direct, indirect, special, consequential, incidental or punitive damages whatsoever, even if Company or its third party service providers have been advised of the possibility of such damages, resulting from: (i) the use of, or the inability to use Services, website design and build, domain name selection, web site content, hosting services and emails; (ii) the timeliness, deletion, misdelivery, or failure to store any user date, communications or personalization settings; (iii)the cost of getting substitute goods and services resulting from any products, data, information or services purchases or obtained or messages received or transactions entered into, through or from Services, website design and build, domain name selection, web site content, hosting services and email service; (iv) statements or conduct of anyone involved with Services. website design and build, domain name selection, web site content and hosting services; (vi)the use, inability to use, unauthorized use, performance or non-performance of any third party, even if the third party has been advised previously of the possibility of such damages; or (vii) any other matter relating to Services, website design and build, domain name selection, web site content, hosting services and email service. Client agrees that Client will not in any way hold Company responsible for any selection or retention of, or the acts or omissions of, third parties (including third party service providers) in connection with the Client Services. Because some states prohibit the limitation of liability for consequential or incidental damages, in such states the limitation of liability only with respect to consequential or incidental damages may not apply to Client, and the respective liability of Company and its third party service providers, employees, distributors and agents is limited to the greatest extent allowable under applicable law in those states. In the event that a court or arbitration panel, as the case may be, should hold that the limitations of liability or remedies available as set forth in this Agreement, or any portions thereof, are unenforceable for any reason, or that any of Client's remedies under this Agreement fail, then Client expressly agrees that under no circumstances will the total, aggregate liability of Company and its third party service providers, employees, distributors, agents or affiliates, to Client or any party claiming by or through Client for any cause whatsoever exceed $100 U.S. (one hundred U.S. dollars), regardless of the form of action and whether in contract, statute, tort or otherwise. 9. FORCE MAJEURE Company and its affiliates, agents, employees, or licensors (including third party service providers) shall not be liable for failure to perform any obligation under this Agreement if such failure is caused by the occurrence of any contingency beyond the reasonable control of such party, including without limitation, fire, flood, strike, and other industrial disturbance, failure to transport, accident, war, riot, insurrection, act of God or order of governmental agency. Performance shall be resumed as soon as possible after cessation of such cause. However, if such inability to perform continues for fifteen (15) days, the other party may terminate this Agreement without penalty and without further notice. 10. RELATIONSHIP OF PARTIES Independent Contractors. The parties to this Agreement are independent contractors. Neither party is an agent, representative, or partner of the other party. Neither party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other party. This Agreement shall not be interpreted or construed to create an association, agency, joint venture or partnership between the parties or to impose any liability attributable to such a relationship upon either party. Each party shall be solely responsible for and shall hold the other party harmless for, any and all claims for taxes, including but not limited to withholding, income tax, FICA, and workers' compensation. 11. NOTICES 11A. Customer requests to terminate or cancel Service must be made through the Contact Us form accessible from the www.ProofAlert.com website. Customer acknowledges, understands and agrees that only when Company acknowledges receipt of said form, will the request to terminate or cancel Service be considered as received by Company. 11B. Any notice required to be given under this Agreement (aside from item 3A) shall be in writing and delivered personally to the other designated party at the addresses listed in the Order mailed by certified, registered or express mail, return receipt requested or by Federal Express. 11C. Either party may change its address to which notice is to be sent by written notice to the other under any provision of this paragraph. 11D. Company written notice address: 2360 Corporate Circle, Suite 400, Henderson NV 89074. This address is for notices only. 12. JURISDICTION/DISPUTES This Agreement shall be governed in accordance with the laws of the State of Nevada. Customer and Company agree to make a good-faith effort to resolve any disagreement arising out of, or in connection with, this Agreement through negotiation. Should the parties fail to resolve any such disagreement within ten (10) days, any controversy or claim arising out of or relating to this Agreement, including, without limitation, the interpretation or breach thereof, shall be submitted by either party to arbitration in Clark County, Nevada and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted by one arbitrator, who shall be (a) selected in the sole discretion of the American Arbitration Association administrator and (b) a licensed attorney with at least ten (10) years experience in the practice of law and at least five (5) years experience in the negotiation of technology contracts or litigation of technology disputes. The arbitrator shall have the power to enter any award that could be entered by a judge of the state courts of Nevada sitting without a jury, and only such power, except that the arbitrator shall not have the power to award punitive damages, treble damages, or any other damages which are not compensatory, even if permitted under the laws of the State of Nevada or any other applicable law. The arbitrator must issue his or her resolution of any dispute within thirty (30) days of the date the dispute is submitted for arbitration. The written decision of the arbitrator shall be final and binding and enforceable in any court having jurisdiction over the parties and the subject matter of the arbitration. Notwithstanding the foregoing, this Section shall not preclude either party from seeking temporary, provisional, or injunctive relief from any court. 13. AGREEMENT BINDING ON SUCCESSORS The provisions of the Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns. 14. ASSIGNABILITY Customer may not assign this Agreement or the rights and obligations hereunder to any third party without the prior express written approval of Company. Company reserves the right to assign subcontractors as needed to this project to ensure on-time completion. 15. WAIVER A failure of either party to exercise any right provided for herein shall not be deemed to be a waiver of any right hereunder. 16. SEVERABILITY If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement. 17. INTEGRATION This Agreement constitutes the entire understanding of the Parties, and revokes and supersedes all prior agreements between the Parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the Parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may conflict with this Agreement. 18. NO INFERENCE AGAINST AUTHOR No provision of this Agreement shall be interpreted against any Party because such Party or its legal representative drafted such provision. 19. By placing a Service Order, you certify that you have read and agree to these terms and conditions.