Effective Date: January 1, 2024

Kinnear Media Inc. and its network of websites, including fmamarketing.com
and demo.fmamarketing.com (collectively the “Sites”). This Terms of Use
Agreement (the “Agreement”) is made and entered into by and between you and
Functional Medicine Automation & Marketing LLC (the “Company”, “FMAM”,
“us”, “we”, or “our”). This Agreement sets forth the terms and conditions that
govern your use of and access to the Sites and any products, materials, and
services provided by FMAM app (collectively, the “Services”).

1. Acceptance Of This Agreement

1.1 Acceptance Through Using or Accessing the Services

Please review the following terms carefully. By accessing or
using the Services (or by clicking on “accept” or “agree” to this Agreement
when prompted), you agree to be bound by the terms and conditions of this
Agreement on behalf of yourself or the entity or organization that you
represent. If you do not agree to the terms and conditions of this Agreement,
you may not use or access the Services and must exit the Sites immediately.

1.2 Eligibility Requirements to Use or Access the Services

To use the Sites or any other Services, you must be (i) at
least 18 years old, (ii) a resident of the United States, Canada, United
Kingdom, Australia, India, Singapore, and (iii) not a competitor of or using
the Services for purposes that are competitive with the Company. By accessing
or using the Services, you represent and warrant that you meet all the
foregoing eligibility requirements. You also represent and warrant that you
have the right, authority, and capacity to enter into this Agreement on your behalf
or the entity or organization that you represent. If you do not meet all these
requirements, you may not use or access the Services.

1.3 Changes to this Agreement

The Company reserves the right to change this Agreement from
time to time in its sole discretion.  Except for changes made for legal or
administrative purposes, the Company will provide reasonable advance notice
before the changes become effective. All changes will apply to your use of and
access to the Services from the date the changes become effective and onwards.
For new users, the changes will be effective immediately. Your continued use of
or access to the Services following any changes to this Agreement shall
constitute your acknowledgment of such changes and agreement to be bound by the
terms and conditions of such changes. You should check this page frequently so
that you are aware of any changes since they are binding on you.

2. Access To The Services

Changes to Your Access and the Services. The Services may change from time to time as the Company evolves, refines, or adds more features to the Services. In addition, as a white-labelled Software as a Service (SaaS), the Company has no direct control over the availability of any particular features in the Lead Connector App. As such, the Company reserves the right to modify, withdraw, or discontinue the Services, in whole or in part, with as much advance notice as possible to you. You agree that the Company shall have no liability to you or any third party for any losses or damages caused by the Services not being available, in whole or in part, at any time or for any period. Creating an Account. You may be required to register for an account and provide certain information about yourself to access the Services or certain features of the Services. You promise to provide us with accurate, complete, and updated information about yourself. The Company may have different types of accounts for different users. If you connect to any Services with a third-party service, you grant us permission to access and use your information from such service as permitted by that service to store your login credentials for that service. All information that you provide will be governed by our Privacy Policy. You consent to all actions that we may take with respect to your information consistent with our Privacy Policy.

Account Responsibilities. You are entirely responsible for maintaining the confidentiality of your password and account. You are also entirely responsible for any and all activities associated with your account. Your account is personal to you and you agree not to provide any other person with access to the Services or any portions of it using your username, password, or other security information. You should ensure that you exit from your account at the end of each session. You should use extra caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. You may not transfer your account to anyone else without our prior written permission. Individual staff members of your team should each use their own accounts. You agree to notify the Company immediately of any actual or suspected unauthorized use of your account or any other breach of security. The Company will not be liable for any losses or damages arising from your failure to comply with the above requirements. You will be held liable for losses or damages incurred by the Company or any third party due to someone else using your account or password. Termination or Deletion of an Account. The Company shall have the right to suspend or terminate your account at any time in our sole discretion if we determine that you have violated any terms or conditions of this Agreement.

3. Policy For Using The Services

3.1 Prohibited Uses

You may use the Services for lawful purposes only and in
accordance with this Agreement. You agree not to use the Services in any way
that could damage the Services or general business of the Company.  You
may use the Services for any business or commercial purposes.

3.2 Prohibited Activities

You further agree not to engage in any of the following
prohibited activities in connection with using the Services:

No Violation of Laws or Obligations. Violate any applicable laws or regulations (including intellectual property laws and right of privacy or publicity laws) or any contractual obligations. No Unsolicited Communications. Send any unsolicited or unauthorized advertising, promotional materials, spam, junk mail, chain letters, or any other form of unsolicited communications, whether commercial or otherwise. No Impersonation. Impersonate others or otherwise misrepresent your affiliation with a person or entity in an attempt to mislead, confuse, or deceive others. No Harming of Minors. Exploit or harm minors in any way, including exposing inappropriate content or obtaining personally identifiable information. Compliance with Content Standards. Upload, display, distribute, or transmit any material that does not comply with the Content Standards set out below in this Agreement. No Interference with Others’ Enjoyment. Harass or interfere with anyone’s use or enjoyment of the Services, or expose the Company or other users to liability or other harm. No Interference or Disabling of the Services. Use any device, software, or routine that interferes with the proper working of the Services, or take any action that may interfere with, disrupt, disable, impair, or create an undue burden on the infrastructure of the Services, including servers or networks connected to the Sites. No Monitoring or Copying Material. Copy, monitor, distribute, or disclose any part of the Services by automated or manual processes, devices, or means. This includes, without limitation, using automatic devices such as robots, spiders, offline readers, crawlers, or scrapers to strip, scrape, or mine data from the Sites; provided, however, that the Company conditionally grants to the operators of public search engines revocable permission to use spiders to copy materials from the Sites for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials. No Viruses, Worms, or Other Damaging Software. Upload, transmit, or distribute to or through the Services any viruses, Trojan horses, worms, logic bombs, or other materials intended to damage or alter the property of others, including attacking the Services via a denial-of-service or distributed denial-of-service attack. No Unauthorized Access or Violation of Security. Violate the security of the Services through (i) any attempt to gain unauthorized access to the Services or to other systems or networks connected to the Services, (ii) the breach or circumvention of encryption or other security codes or tools, or (iii) data mining or interference to any server, computer, database, host, user, or network connected to the Services. No Reverse Engineering. Reverse engineer, decompile, or otherwise attempt to obtain the source code or underlying information of or relating to the Services. No Collecting User Data. Collect, harvest, or assemble any data or information regarding any other user without their consent. This includes, without limitation, their emails, usernames, or passwords. No Other Interference. Otherwise attempt to interfere with the proper working of the Services. Attempt or Assist Others in Attempting. Attempt any of the foregoing or assist, permit, or encourage others to do or attempt any of the foregoing.

3.3 Geographic Restrictions

The Company is based in Canada. The Services are for use by
persons located in the United States, Canada, United Kingdom, Australia, India,
Singapore only. By choosing to access the Services from any location other than
the United States, Canada, United Kingdom, Australia, India or Singapore, you
accept full responsibility for compliance with all local laws. The Company
makes no representations that the Services or any of its content are accessible
or appropriate outside of the United States, Canada, United Kingdom, Australia,
India or Singapore.

4. Terms And Conditions Of Sale

4.1 Purchasing Process

Any steps taken from choosing Services to order submission
form part of the purchasing process. The purchasing process includes these
steps:

By clicking on the checkout button, users open the third-party merchant checkout section, wherein they will have to specify their contact details and a payment method of their choice. After providing all the required information, users must carefully review the order and, subsequently, confirm and submit it by using the relevant button or mechanism on the Sites, hereby accepting these Terms and committing to pay the agreed-upon price.

4.2 Order submission

When you submit an order, the following applies:

The submission of an order determines contract conclusion and therefore creates for you the obligation to pay the price, taxes, and possible further fees and expenses, as specified on the order page. In case the purchased Services requires active input from you, such as the provision of personal information or data, specifications or special wishes, the order submission creates an obligation for you to cooperate accordingly. Upon submission of the order, users will receive a receipt confirming that the order has been received.

All notifications related to the described purchasing
process shall be sent to the email address provided by you for such purposes.

4.3 Prices

You are informed during the purchasing process and before
order submission, about any fees, taxes and costs (including, if any, delivery
costs) that they will be charged.

4.4 Methods of payment

Information related to accepted payment methods are made
available during the purchasing process. Some payment methods may only be
available subject to additional conditions or fees. In such cases related
information can be found in the dedicated section of the Sites. All payments
are independently processed through third-party services. Therefore, the Sites
does not collect any payment information – such as credit card details – but
only receives a notification once the payment has been successfully completed.
If payment through the available methods fail or is refused by the payment
service provider, the Company shall be under no obligation to fulfill the
purchase order. Any possible costs or fees resulting from the failed or refused
payment shall be borne by you.

4.5 Retention of usage rights

You do not acquire any rights to use the purchased Services
until the total purchase price is received by the Company.

5. Contract Duration

5.1 Subscriptions

Subscriptions allow you to receive Services continuously or
regularly over a determined period of time. Paid subscriptions begin on the day
the payment is received by the Company. In order to maintain subscriptions, you
must pay the required recurring fee in a timely manner. In the event of any
payment delinquency, the Client must cure such delinquency within 5 business
days of the due date. Failure to make timely payments or to cure delinquencies
within this specified period will result in immediate suspension of the
Client's access to FMAM. Access to FMAM will be restored once the outstanding
payment is made in full. The Client acknowledges that delays in payment may
result in a disruption of service and access to FMAM. The Client further
understands that such disruptions do not affect the billing cycle, and monthly
charges will continue to accrue during the period of suspended access. Repeated
or continued delinquency in payments may result in termination of this
Agreement at the discretion of FMAM, in accordance with the termination
provisions set forth herein.

5.2 Service Subscriptions

Subscriptions allow you to receive Services continuously or
regularly over a determined period of time. Paid subscriptions begin on the day
the payment is received by the Company. In order to maintain subscriptions, you
must pay the required recurring fee in a timely manner. In the event of any
payment delinquency, the Client must cure such delinquency within 5 business
days of the due date. Failure to make timely payments or to cure delinquencies
within this specified period will result in all FMAM activities being put on
hold until outstanding payment is received. FMAM activities will resume once
the outstanding payment is made in full. The Client acknowledges that delays in
payment may impact the overall timeline and delivery of services under this
Agreement. Repeated or continued delinquency in payments may result in
termination of this Agreement at the discretion of FMAM, in accordance with the
termination provisions set forth herein.

5.3 Fixed-term Subscriptions

Paid fixed-term subscriptions start on the day the payment
is received by the Company and last for the subscription period chosen by you
or otherwise specified during the purchasing process. Once the subscription
period expires, the Services shall no longer be accessible, unless you renew
the subscription by paying the relevant fee. Fixed-term subscriptions may not
be terminated prematurely and shall run out upon expiration of the subscription
term. In the event of any payment delinquency, the Client must cure such
delinquency within 5 business days of the due date. Failure to make timely
payments or to cure delinquencies within this period will result in all FMAM
activities or services being put on hold until outstanding payment is received.
FMAM activities or services will resume once the outstanding payment is made in
full. The Client acknowledges that delays in payment may impact the overall
timeline and delivery of services under this Agreement.

5.4 Automatic Renewal

Subscriptions are automatically renewed through the payment
method that you chose during purchase unless you cancel the subscription within
the deadlines for termination specified in the relevant section of these Terms
and/or Sites. The renewed subscription will last for a period equal to the
original term. You shall receive a reminder of the upcoming renewal with
reasonable advance, outlining the procedure to be followed in order to cancel
the automatic renewal. It is the Client's responsibility to monitor their
subscription renewal dates with FMAM. The Client must notify FMAM in a timely
manner of their intention to cancel any or all parts of their services. This
notification must be provided in writing at least 30 days prior to the renewal
date to avoid charges for the next billing cycle. No refunds will be issued on
subscription payments collected, including those resulting from failure to
notify FMAM of cancellation in a timely manner.

5.5 Termination

Recurring subscriptions may be terminated with 30 days
advance notice by sending a clear and unambiguous termination notice to the
Company using the contact details provided in this document, or — if applicable
— by using the corresponding controls inside the Sites.

5.6 Termination notice

If the notice of termination is received by the Company with
30 days advance notice, the termination shall take effect as soon as the next
period is completed.

6. Intellectual Property Rights

6.1 Ownership of Intellectual Property

You acknowledge that all intellectual property rights,
including copyrights, trademarks, trade secrets, and patents, in the Services
and its contents, features, and functionality (collectively, the “Content”),
are owned by the Company, its licensors, or other providers of such material.
The Content is protected by International intellectual property or proprietary
rights laws. Neither this Agreement nor your access to the Services transfers
to you any right, title, or interest in or to such intellectual property
rights. Any rights not expressly granted in this Agreement are reserved by the
Company and its licensors.

6.2 License to Use the Services

During the Term of this Agreement, the Company grants you a
limited, non-exclusive, non-transferable, non-sublicensable, and revocable
license to use and access the Content for any business or commercial use in
accordance with this Agreement. The Content may not be used for any other
purpose. This license will terminate upon your cessation of use of the Services
or at the termination of this Agreement.

6.3 Certain Restrictions

The rights granted to you in this Agreement are subject to
the following restrictions:

No Copying or Distribution. You shall not copy, reproduce, publish, display, perform, post, transmit, or distribute any part of the Content in any form or by any means except as expressly permitted herein or as enabled by a feature, product, or the Services when provided to you. No Modifications. You shall not modify, create derivative works from, translate, adapt, disassemble, reverse compile, or reverse engineer any part of the Content. No Exploitation. You shall not sell, license, sublicense, transfer, assign, rent, lease, loan, host, or otherwise exploit the Content or the Services in any way, whether in whole or in part. No Altering of Notices. You shall not delete or alter any copyright, trademark, or other proprietary rights notices from copies of the Content. No Competition. You shall not access or use the Content in order to build a similar or competitive website, product, or service. Systematic Retrieval. You shall not use any information retrieval system to create, compile, directly or indirectly, a database, compilation, collection or directory of the Content or other data from the Services.

Non-Transferability. The software, including any components, features, or data within, is licensed solely for use by the authorized account holder. You are not permitted to copy, transfer, sell, assign, sublicense, or otherwise distribute any part of the software or its contents to any third party. Any attempt to do so will constitute a violation of this agreement. All use of the software must remain strictly within the authorized system and under the terms of this license agreement.

6.4 Trademark Notice

All trademarks, logos, and service marks displayed on the
Services are either the Company’s property or the property of third parties.
You may not use such trademarks, logos, or service marks without the prior
written consent of their respective owners.

7. User Content

7.1 User Generated Content

The Services may contain message boards, chatrooms,
profiles, forums, and other interactive features that allow users to post,
upload, submit, publish, display, or transmit to other users or other persons
content or materials (collectively, “User Content”) on or through the Services.
For the sake of clarity, any content inside a Client's subaccount within the FMAM
App (for example proprietary marketing content) is not considered User Content
within the meaning of this section. You are solely responsible for your User
Content. Please consider carefully what you choose to share. All User Content
must comply with the Content Standards set forth below. Any User Content you
post on or through the Services will be considered non-confidential and
non-proprietary. You assume all risks associated with the use of your User
Content. This includes any reliance on its accuracy, completeness, reliability,
or appropriateness by other users and third parties, or any disclosure of your
User Content that personally identifies you or any third party. You agree that
the Company shall not be responsible or liable to any third party for any User
Content posted by you or any other user of the Services. You further agree that
the Company shall not be responsible for any loss or damage incurred as the
result of any interactions between you and other users. Your interactions with
other users are solely between you and such users. If there is a dispute
between you and any other user, we are under no obligation to become involved.

7.2 License

You hereby grant to the Company an irrevocable,
non-exclusive, royalty-free and fully paid, transferable, perpetual, and
worldwide license to reproduce, distribute, publicly display and perform,
prepare derivative works of, incorporate into other works, and otherwise use
and exploit your User Content, and to grant sublicenses of the foregoing
rights, in connection with the Services and the Company’s business including,
without limitation, for promoting and redistributing part or all of the
Services in any media formats and through any media channels. You represent and
warrant that you have all the rights, power, and authority necessary to grant
the rights granted herein to any User Content that you submit. You hereby
irrevocably waive all claims and have no recourse against us for any alleged or
actual infringement or misappropriation of any proprietary rights in any
communication, content, or material submitted to us. Please note that all of
the following licenses are subject to our Privacy Policy to the extent they relate to any User Content that contains any personally
identifiable information.

7.3 Content Standards

You agree not to send, knowingly receive, upload, transmit,
display, or distribute any User Content that does not comply with the following
standards (“Content Standards”). User Content must not:

Violate Laws or Obligations. Violate any applicable laws or regulations (including intellectual property laws and right of privacy or publicity laws), or any contractual or fiduciary obligations. Promote Illegal Activity or Harm to Others. Promote any illegal activity; advocate, promote, or assist any unlawful act; or create any risk of any harm, loss, or damage to any person or property. Infringe Intellectual Property Rights. Infringe any copyright, trademark, patent, trade secret, moral right, or other intellectual property rights of any other person. Defamatory, Abusive, or Otherwise Objectionable Material. Contain any information or material that we deem to be unlawful, defamatory, trade libelous, invasive of another’s privacy or publicity rights, abusive, threatening, harassing, harmful, violent, hateful, obscene, vulgar, profane, indecent, offensive, inflammatory, humiliating to other people (publicly or otherwise), or otherwise objectionable. This includes any information or material that we deem to cause annoyance, inconvenience, or needless anxiety, or be likely to upset, embarrass, alarm, or annoy another person. Promotion of Sexually Explicit Material or Discrimination. Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age. Fraudulent Information or Impersonation. Contain any information or material that is false, intentionally misleading, or otherwise likely to deceive any person including, without limitation, impersonating any person, or misrepresenting your identity or affiliation with any person or organization. Endorsement by the Company. Represent or imply to others that it is in any way provided, sponsored, or endorsed by the Company or any other person or entity, if that is not the case.

7.4 Monitoring and Enforcement

We reserve the right at all times, but are not obligated,
to:

take any action with respect to any User Content that we deem necessary or appropriate in our sole discretion, including if we believe that such User Content violates the Content Standards or any other provision in this Agreement, or creates liability for the Company or any other person. Such action may include reporting you to law enforcement authorities. remove or reject any User Content for any or no reason in our sole discretion. disclose any User Content, your identity, or electronic communication of any kind to satisfy any law, regulation, or government request, or to protect the rights or property of the Company or any other person. Terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, any violation of this Agreement.

We do not review User Content before it is posted on or
through the Services, and therefore cannot ensure prompt removal of
questionable User Content. Accordingly, the Company and its affiliates, and
their respective officers, directors, employees or agents, assume no liability
for any action or inaction regarding transmissions, communications, or content
provided by any user or third party. The Company shall have no liability or
responsibility to anyone for performance or non-performance of the activities described
in this Section.

7.5 Copyright Infringement (Digital Millennium Copyright Act
Policy)

The Company respects the intellectual property of others and
expects users of the Services to do the same. It is the Company’s policy to
terminate the users of our Services who are repeat infringers of intellectual
property rights, including copyrights. If you believe that your work has been
copied in a way that constitutes copyright infringement and wish to have the
allegedly infringing material removed, please provide the following information
in accordance with the Digital Millennium Copyright Act to our designated
copyright agent:

a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; a description of the copyrighted work that you allege has been infringed; a description of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled; a description of where the material that you claim is infringing is located; your contact information, including your address, telephone number, and email address; a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Please note that pursuant to 17 U.S.C. § 512(f), any
misrepresentation of material fact in a written notification automatically
subjects the complaining party to liability for any damages, costs, and
attorneys’ fees incurred by us in connection with the written notification and
allegation of copyright infringement.

Designated copyright agent for the Company:

[email protected]

7.6 Feedback to the Company

If you provide the Company with any feedback or suggestions
regarding the Services (“Feedback”), you hereby assign to the Company all
rights in such Feedback and agree that the Company shall have the right to use
and fully exploit such Feedback and related information in any manner it deems
appropriate. The Company will treat any Feedback that you provide to the
Company as non-confidential and non-proprietary. You agree that you will not
submit to the Company any information or ideas that you consider to be
confidential or proprietary.

7.7. Disclaimer Regarding Links

The links on any of the Sites and/or Services will let you
leave the particular Site or Service you are accessing in order to access a
linked site (the “Linked Sites”). Kinnear Media Inc. provides these links as a
convenience, but we neither control nor endorse these Linked Sites, nor has Kinnear
Media Inc. reviewed or approved the content which appears on the Linked Sites. Kinnear
Media Inc. is not responsible for the legality, accuracy or inappropriate
nature of any content, advertising, products or other materials on or available
from any Linked Sites. You acknowledge and agree that Kinnear Media Inc. 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 the use of any of the
links, content, goods or services available on or through the Linked Sites.

8. Assumption Of Risk

The information presented on or through the Services is made
available for general information purposes only. The Company does not warrant
the accuracy, completeness, suitability, or quality of any such information.
Any reliance on such information is strictly at your own risk. The Company
disclaims all liability and responsibility arising from any reliance placed on
such information by you or any other user to the Services, or by anyone who may
be informed of any of its contents

9. Privacy

For information about how the Company collects, uses, and
shares your information, please review our

Privacy Policy.

You
agree that by using the Services you consent to the collection, use, and
sharing (as set forth in the Privacy Policy) of such information.

10. Termination

10.1 Termination

The Company may suspend or terminate your access or rights
to use the Services at any time, for any reason, in our sole discretion, and
without prior notice, including for any breach of the terms of this Agreement.
Upon termination of your access or rights to use the Services, your right to
access and use the Services will immediately cease. The Company will not have
any liability whatsoever to you for any suspension or termination of your
rights under this Agreement, including for termination of your account or
deletion of your User Content. If you have registered for an account, you may
terminate this Agreement at any time by contacting the Company and requesting
termination.

10.2 Effect of Termination

Upon termination of this Agreement, any provisions that by
their nature should survive termination shall remain in full force and effect.
This includes, without limitation, ownership or intellectual property
provisions, warranty disclaimers, and limitations of liability. Termination of
your access to and use of the Services shall not relieve you of any obligations
arising or accruing prior to termination or limit any liability that you
otherwise may have to the Company or any third party. You understand that any
termination of your access to and use of the Services may involve deletion of
your User Content associated with your account from our databases.

11. No Warranty

THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE”
BASIS. USE OF THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED
BY APPLICABLE LAW, THE SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND,
WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED
TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WITHOUT LIMITING THE
FOREGOING, THE COMPANY AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS
ACCURATE, RELIABLE, COMPLETE, OR CORRECT; THAT THE SERVICES WILL MEET YOUR
REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR
LOCATION, UNINTERRUPTED, ERROR-FREE, OR SECURE; THAT ANY DEFECTS OR ERRORS WILL
BE CORRECTED; THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL
COMPONENTS; OR THAT THE SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL
OTHERWISE MEET YOUR REQUIREMENTS OR EXPECTATIONS. TO THE FULLEST EXTENT
PROVIDED BY LAW. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE TO YOUR COMPUTER
SYSTEM, MOBILE DEVICE, DATA, OR OTHER PROPRIETARY MATERIAL THAT MAY RESULT FROM
YOUR USE OF THE SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES OR YOUR
DOWNLOADING OF ANY MATERIAL POSTED ON THE SERVICES. WE DO NOT WARRANT, ENDORSE,
GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICES ADVERTISED OR
OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR THIRD-PARTY LINKS, AND WE WILL
NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND ANY
THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES OR ANY OTHER USER. THE SERVICES
WOULD NOT BE PROVIDED WITHOUT THESE LIMITATIONS. NO ADVICE OR INFORMATION,
WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE SERVICES SHALL
CREATE ANY WARRANTY, REPRESENTATION, OR GUARANTEE NOT EXPRESSLY STATED IN THIS
AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES,
SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. IF APPLICABLE LAW REQUIRES ANY
WARRANTIES WITH RESPECT TO THE SERVICES, ALL SUCH WARRANTIES ARE LIMITED IN
DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.

12. Limitation Of Liability

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT
SHALL THE COMPANY OR ITS AFFILIATES, OR THEIR RESPECTIVE LICENSORS, SERVICE
PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE TO YOU OR ANY
THIRD PARTY FOR ANY DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF
OR IN CONNECTION WITH YOUR USE OR INABILITY TO USE THE SERVICES, ANY
THIRD-PARTY LINK, OR ANY CONTENT ON THE SERVICES OR SUCH THIRD-PARTY LINK,
INCLUDING, WITHOUT LIMITATION, ANY LOSS OF USE, REVENUE, OR PROFIT, LOSS OF
BUSINESS OR ANTICIPATED SAVINGS, LOSS OF DATA, LOSS OF GOODWILL, OR DIMINUTION
IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL,
OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING
NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE
AND WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SERVICES IS TO STOP
USING THE SERVICES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF
CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

13. Indemnification

You agree to indemnify, defend, and hold harmless the
Company and its affiliates and their respective officers, directors, employees,
agents, affiliates, successors, and permitted assigns (collectively,
“Indemnified Party”) from and against any and all losses, claims, actions,
suits, complaints, damages, liabilities, penalties, interest, judgments,
settlements, deficiencies, disbursements, awards, fines, costs, fees, or
expenses of whatever kind, including reasonable attorneys’ fees, fees and other
costs of enforcing any right to indemnification under this Agreement, and the
cost of pursuing any insurance providers, arising out of or relating to your
breach of this Agreement or your use or misuse of the Services including, but
not limited to, your User Content or any actions taken by a third party using
your account. The Company reserves the right, at your expense, to assume the
exclusive defense and control of any matter for which you are required to
indemnify us, and you agree to assist and cooperate with our defense or
settlement of these claims.

14. Disputes

14.1 Governing Law

All matters relating to this Agreement, and all matters
arising out of or relating to this Agreement, whether sounding in contract,
tort, or statute are governed by, and construed in accordance with, the laws of
province of Ontario, Canada without giving effect to any conflict of law
principles.

14.2 Dispute Resolution

Any action or proceeding arising out of or related to this
Agreement or the Services shall be brought only in a state or federal court
located in the province of Ontario, Canada, although we retain the right to
bring any suit, action, or proceeding against you for breach of this Agreement
in your country of residence or any other relevant country. You hereby
irrevocably submit to the jurisdiction of these courts and waive the defense of
inconvenient forum to the maintenance of any action or proceeding in such
venues. At the Company’s sole discretion, it may require any dispute, claim, or
controversy arising out of or relating to this Agreement, or the breach,
termination, enforcement, interpretation, or validity thereof, to be submitted
to and decided by a single arbitrator by binding arbitration under the rules of
the International Centre for Dispute Resolution Canada (ICDR Canada). The
decision of the arbitrator shall be final and binding on the parties and may be
entered and enforced in any court of competent jurisdiction by either party.
The prevailing party in the arbitration proceedings shall be awarded reasonable
attorneys’ fees, expert witness costs and expenses, and all other costs and
expenses incurred directly or indirectly in connection with the proceedings,
unless the arbitrator shall for good cause determine otherwise. All
arbitrations shall proceed on an individual basis. You agree that you may bring
claims against the Company in arbitration only in your individual capacities
and in so doing you hereby waive the right to a trial by jury, to assert or
participate in a class action lawsuit or class action arbitration (either as a
named-plaintiff or class member), and to assert or participate in any joint or
consolidated lawsuit or joint or consolidated arbitration of any kind.
Notwithstanding anything to the contrary under the rules of the International
Centre for Dispute Resolution Canada (ICDR Canada), the arbitrator may not
consolidate more than one person's claims, and may not otherwise preside over
any form of a representative or class proceeding. If a court decides that
applicable law precludes enforcement of any of this paragraph's limitations as
to a particular claim for relief, then that claim (and only that claim) must be
severed from the arbitration and may be brought in court. YOU UNDERSTAND AND
AGREE THAT BY ENTERING INTO THESE TERMS, YOU ARE WAIVING THE RIGHT TO TRIAL BY
JURY OR TO PARTICIPATE IN A CLASS ACTION.

14.3 Limitation to Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1)
YEAR AFTER THE CAUSE OF ACTION AROSE; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM
IS PERMANENTLY WAIVED AND BARRED.

15. Miscellaneous

15.1 Dealings With Third Parties

Except as otherwise set forth in this Agreement, no failure
of the Company to exercise, or delay by the Company in exercising, any right,
remedy, power, or privilege arising from this Agreement shall operate or be
construed as a waiver thereof, nor shall any single or partial exercise of any
right, remedy, power, or privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power, or
privilege.

15.2 Waiver

Your participation, correspondence or business dealings with
any third party found on or through our Sites and Services, regarding payment
and delivery of specific goods and services, and any other terms, conditions,
representations or warranties associated with such dealings, are solely between
you and such third party. You agree that Kinnear Media Inc. shall not be
responsible or liable for any loss, damage, or other matters of any sort
incurred as the result of such dealings.

15.3 Severability

If any term or provision of this Agreement is found by a
court of competent jurisdiction to be invalid, illegal, or unenforceable, such
invalidity, illegality, or unenforceability shall not affect any other term or
provision of this Agreement or invalidate or render unenforceable such term or
provision in any other jurisdiction.

15.4 Entire Agreement

This Agreement, together with all documents referenced
herein, constitutes the entire agreement between you and the Company with
respect to the subject matter contained herein. This Agreement supersedes all
prior and contemporaneous understandings, agreements, representations, and
warranties, both written and oral, with respect to the subject matter hereof.

15.5 Headings

Headings and titles of sections, clauses, and parts in this
Agreement are for convenience only. Such headings and titles shall not affect
the meaning of any provisions of the Agreement.

15.6 No Agency, Partnership or Joint Venture.

No agency, partnership, or joint venture has been created
between you and the Company as a result of this Agreement. You do not have any
authority of any kind to bind the Company in any respect whatsoever.

15.7 Assignment

You shall not assign or delegate any of your rights or
obligations under this Agreement without the prior written consent of the
Company. Any purported assignment or delegation in violation of this Section
shall be deemed null and void. No assignment or delegation shall relieve you of
any of your obligations hereunder. The Company may freely assign or delegate
its rights and obligations under this Agreement at any time. Subject to the
limits on assignment stated above, this Agreement will inure to the benefit of,
be binding on, and be enforceable against each of the parties hereto and their
respective successors and assigns.

16. Contact Information

All notices of copyright infringement claims should be sent
to the designated copyright agent as provided in Section 7 (User Content). All
other feedback, comments, requests for technical support, and other
communications relating to the Services should be directed to [email protected]