PD Holding Group, LLC User Agreement

This document was last updated 5/23/2007

Welcome to PD Holding Group, LLC! PD Holding Group, LLC creates and maintains the online marketing solutions, in which you are subscribing. Both the User Agreement (UA) and our website include important disclosures and regulatory information that are associated with our electronic content and services. When you agree to the terms below you will be consenting to electronic delivery of that information in HTML format. To access, retain, and print the UA or other Web pages for your records, you should use Internet Explorer 6.0 browser or higher with Java Script enabled.

By agreeing to the terms you will also be providing your electronic signature that will affirm:

• You understand and intend that the UA is a legally binding agreement and the equivalent of a signed, written contract; and
• You will use PD Holdings, LLC Services and website generally, in a manner consistent with applicable laws and regulations and in accordance with the terms and conditions in the UA and any applicable Rules and Guidelines as they may be amended by PD Holding Group, LLC from time to time.
• You understand, accept, and have received the UA and its terms and conditions, and acknowledge and demonstrate that you can access the UA and other disclosures and regulatory materials on PD Holding Group, LLC website.
• You will maintain a valid email address with PD Holdings upon subscription and maintain a valid email address throughout the subscription period to facilitate the following types of communications: compliance review and approval, system reminders (appointments, tasks, etc.), system software update announcements, new product or service announcements, customer care communications, billing reminders, marketing updates and any other communications deemed necessary by PD Holdings. Add cc@prospectdigital.com to your address book.
• You agree to receive faxed and/or telephonic communications from PD Holdings from time to time if email communications are not conducive or if they fail. 

This Agreement will always be available for your review at the "User Agreement" link at the bottom of the home page. If you do not have a printer, you may call us for a free paper copy of the UA at 877-670-8641 or email us at cc@prospectdigital.com. If you agree to the terms we will create an electronic record of your agreement. Please carefully review the terms and conditions contained in the UA prior to "accepting".

The User Agreement ("UA") that follows is an agreement that the Customer ("you") will abide by the terms of use of the PD Holding Group, LLC website and any services and goods initiated from this site.

General statement of use

Buildyourmarket.com, the Licensed Software (as defined in Section 2 below) and related documents are provided for use with the Internet or Intranet product offered by PD Holding Group, LLC and in accordance with PD Holding Group, LLC's license agreement and these Terms and Conditions of Use.

Before using Buildyourmarket.com, hereinafter referred to as "the Website," you should carefully read all of these Terms and Conditions of Use and our most recent Privacy Policy. In addition to the Privacy Policy and these Terms and Conditions of Use, you are subject to any additional terms set out in your license agreement regarding the use of the Licensed Software. By accessing or using the Website, including, without limitation, use of any of the products, downloading of any materials, using the Licensed Software, or merely browsing the Website, you agree to and are bound by the Terms and Conditions of Use. If you do not agree with these Terms and Conditions of Use, do not use Buildyourmarket.com or the Licensed Software.

Buildyourmarket.com, the Licensed Software and related documents are the intellectual property of PD Holding Group, LLC and/or its partners or suppliers. You will not be able to use any of the Licensed Software that is accompanied by or includes a license agreement unless you agree to the terms of such license agreement. Absent an accompanying license agreement with the software, these Terms and Conditions of Use will govern.

PD Holding Group, LLC recognizes three types of users of its website, Licensed Software and products. They are: "Visitors" who are visiting Buildyourmarket.com and viewing titles and abstracts only; "Subscribers" who have paid for immediate access to the Licensed Software; and "Institutional Users" consisting of firms in the financial services industry that have paid for immediate access to the Licensed Software. All three shall be hereinafter referred to as "User." Subscribers and Institutional Users shall be hereinafter referred to collectively as "Licensee."

The Terms and Conditions of Use and the other rules, guidelines, licenses, and disclaimers posted on the Website constitute the entire agreement between PD Holding Group, LLC and you with respect to your use of the Website. If any provision of the Terms and Conditions of Use, or any portion thereof, is found to be unenforceable or invalid, the remainder of the Terms and Conditions of Use shall remain in full force and effect. Any failure by PD Holding Group, LLC to enforce or exercise any provision of the Terms and Conditions of Use or related right shall not constitute a waiver of that right or provision.

Should you violate any of these Terms and Conditions of Use or any other terms or obligations posted on the Website or in your license agreement, PD Holding Group, LLC reserves the right to pursue any and all legal and equitable remedies against you, including, without limitation, terminating any and all User accounts.

Unless indicated to the contrary on the Website, Licensees may view, download, and print the PD Holding Group, LLC and third party content subject to the following conditions: it may be used solely for the purposes specified in the license agreement; it may not be modified or altered in any way; it may not be distributed or sold, rented, leased, or licensed to others; you may not create any derivative works based on the content; you may not remove any copyright or other proprietary notices contained in the content; and PD Holding Group, LLC reserves the right to revoke the authorization to view, download, and print the content at any time, and any such use shall be discontinued immediately upon notice from PD Holding Group, LLC.

You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service.

You may use the Service only for your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks. You agree that all email communication will be permission-based and you are responsible for maintaining necessary documentation that email recipients have duly opted in to receive email communication from you, you agree to promptly suppress any recipients from future email communication once that recipient requests to unsubscribe.

All materials contained on the Website are Copyright 2007 PD Holding Group, LLC, unless otherwise indicated. Use of PD Holding Group, LLC's trademarks in advertising and promotion requires proper acknowledgement.

If you are aware of any violations of these Terms and Conditions of Use, please report them to:
PD Holding Group, LLC
Website License Agent
101 W. Renner Rd, Ste 440
Richardson, TX 75082

E-mail Address: cc@prospectdigital.com
Telephone: (877) 670-8641

Hyperlinks: We may provide a link to other sites as part of our Electronic Service. We do not control the other sites, and we make no representations whatsoever concerning the content of those sites. The fact that we have provided a link to a site is not an endorsement, authorization, sponsorship, or affiliation with respect to such site, its owners, or its providers. There are risks in using any information, software, or products found on the Internet, and we caution you to make sure you understand these risks before retrieving, using, relying upon, or purchasing anything via the Internet. You agree that under no circumstances will you hold us liable for any loss or damage caused by use of or reliance on any content, goods or services available on other sites.

TAX OR INVESTMENT RELATED INFORMATION DISCLAIMER. THE INFORMATION ON THIS WEB SITE IS PROVIDED WITH THE UNDERSTANDING THAT PD HOLDING GROUP, LLC'S PROVISION OF SUCH INFORMATION DOES NOT CONSTITUTE THE RENDERING OF INVESTMENT, LEGAL, FINANCIAL, ACCOUNTING, TAX, OR OTHER PROFESSIONAL ADVICE OR SERVICES ON AN INDIVIDUALIZED OR ANY OTHER BASIS, NOR SHALL PD HOLDING GROUP, LLC BE DEEMED IN ANY WAY TO BE ACTING AS AN INVESTMENT ADVISOR AS THAT TERM IS DEFINED AND USED IN THE INVESTMENT ADVISOR'S ACT OF 1940 OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. INFORMATION ON THIS WEBSITE SHOULD NOT BE RELIED UPON OR USED AS A SUBSTITUTE FOR CONSULTATION WITH LICENSED PROFESSIONAL ADVISORS.

IF YOU INTEND TO USE THE TAX OR INVESTMENT RELATED INFORMATION, YOU SHOULD CAREFULLY REREAD THE CAPITALIZED WORDS SET FORTH IN THE DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY. PD HOLDING GROUP, LLC STRONGLY SUGGESTS THAT YOU CONTACT A FINANCIAL ADVISOR OR OTHER COMPETENT PROFESSIONAL IN THAT AREA. IN ADDITION, PD HOLDING GROUP, LLC STRONGLY SUGGESTS THAT YOU SEEK ADVICE FROM A COMPETENT PROFESSIONAL REGARDING ISSUES IN ANY PROFESSIONAL FIELD.

LIMITATION OF LIABILITY. IN NO EVENT, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, SHALL PD HOLDING GROUP, LLC, ITS SUBSIDIARIES, AFFILIATES, AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, OR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA, OR PROFITS, (EVEN IF PD HOLDING GROUP, LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR THE INABILITY TO USE THIS WEBSITE, THE STATEMENTS OR ACTIONS OF ANY THIRD PARTY ON OR THROUGH THE WEBSITE, ANY DEALINGS WITH VENDORS OR OTHER THIRD PARTIES, ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, ANY INFORMATION THAT IS SENT OR RECEIVED OR NOT SENT OR RECEIVED, ANY FAILURE TO STORE OR LOSS OF DATA, FILES, OR OTHER CONTENT, ANY SERVICES AVAILABLE THROUGH THE WEBSITE THAT ARE DELAYED OR INTERRUPTED, OR ANY WEBSITE REFERENCED OR LINKED TO FROM THIS WEBSITE.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT UNDER NO CIRCUMSTANCES SHALL PD HOLDING GROUP, LLC BE LIABLE TO ANY USER ON ACCOUNT OF THAT USER'S USE OR MISUSE OF AND RELIANCE ON THE LICENSED SOFTWARE. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES (EVEN IF PD HOLDING GROUP, LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE LICENSED SOFTWARE, FROM INABILITY TO USE THE LICENSED SOFTWARE, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE LICENSED SOFTWARE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES).

SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE LICENSED SOFTWARE OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE LICENSED SOFTWARE, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED ON THE LICENSED SOFTWARE OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE LICENSED SOFTWARE. SUCH LIMITATION SHALL APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, OR LOST DATA. SUCH LIMITATION SHALL APPLY WITH RESPECT TO THE PERFORMANCE OR NONPERFORMANCE OF THE LICENSED SOFTWARE OR ANY INFORMATION OR MERCHANDISE THAT APPEARS ON, OR IS LINKED OR RELATED IN ANY WAY TO, PD HOLDING GROUP, LLC. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

SUCH LIMITATION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. SUCH LIMITATION OF LIABILITY SHALL ALSO APPLY TO ANY DAMAGE CAUSED BY LOSS OF ACCESS TO, DELETION OF, FAILURE TO STORE, FAILURE TO BACK UP, OR ALTERATION OF MEMBER WEBPAGES OR OTHER CONTENT STORED BY PD HOLDING GROUP, LLC.

UNDER NO CIRCUMSTANCES SHALL PD HOLDING GROUP, LLC BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM ACTS OF NATURE, FORCES, OR CAUSES BEYOND ITS REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, INTERNET FAILURES, COMPUTER EQUIPMENT FAILURES, TELECOMMUNICATION EQUIPMENT FAILURES, OTHER EQUIPMENT FAILURES, ELECTRICAL POWER FAILURES, STRIKES, LABOR DISPUTES, RIOTS, INSURRECTIONS, CIVIL DISTURBANCES, SHORTAGES OF LABOR OR MATERIALS, FIRES, FLOODS, STORMS, EXPLOSIONS, ACTS OF GOD, WAR, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS, NONPERFORMANCE OF THIRD PARTIES, OR LOSS OF OR FLUCTUATIONS IN HEAT, LIGHT, OR AIR-CONDITIONING.

IN SOME JURISDICTIONS, THE EXCLUSION OR LIMITATIONS OF LIABILITY, WHETHER OR NOT FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS PROHIBITED. ACCORDINGLY, THE FOREGOING LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

IN NO EVENT SHALL PD HOLDING GROUP, LLC'S TOTAL LIABILITY TO THE USER FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION RESULTING FROM THE USER'S USE OF THIS WEBSITE, WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNTS USER PAID TO PD HOLDING GROUP, LLC DURING THE MOST RECENT THREE-MONTH PERIOD FOR USING THIS WEBSITE.

DISCLAIMER OF WARRANTIES. THIS WEBSITE AND THE LICENSED SOFTWARE ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITH NO WARRANTIES WHATSOEVER. ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT OF PROPRIETARY RIGHTS, ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW.

USER EXPRESSLY UNDERSTANDS AND AGREES THAT PD HOLDING GROUP, LLC DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY FOR THE ACCURACY, CONTENT, COMPLETENESS, LEGALITY, RELIABILITY, OR OPERABILITY OR AVAILABILITY OF INFORMATION OR MATERIAL ON THIS WEBSITE OR IN THE LICENSED SOFTWARE. PD HOLDING GROUP, LLC DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR THE DELETION, FAILURE TO STORE, MISDELIVERY, OR UNTIMELY DELIVERY OF ANY INFORMATION OR MATERIAL OR FOR ANY HARM RESULTING FROM DOWNLOADING OR ACCESSING ANY INFORMATION OR MATERIAL THROUGH THIS WEBSITE OR THE LICENSED SOFTWARE, INCLUDING, BUT NOT LIMITED TO, HARM CAUSED BY VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. PD HOLDING GROUP, LLC MAKES NO WARRANTY REGARDING THE RELIABILITY OR ACCESSIBILITY OF ANY STORAGE FACILITIES OFFERED BY PD HOLDING GROUP, LLC.

TO THE FULLEST EXTENT PERMITTED BY LAW, PD HOLDING GROUP, LLC DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE WEBSITE OR THE LICENSED SOFTWARE, FOR OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE LICENSED SOFTWARE OR ANY LINKS PROVIDED IN THE WEBSITE OR LICENSED SOFTWARE, AS WELL AS FOR ANY INFORMATION OR ADVICE RECEIVED THROUGH THE WEBSITE OR LICENSED SOFTWARE OR ANY LINKS PROVIDED IN THE WEBSITE OR LICENSED SOFTWARE. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBISTE OR LICENSED SOFTWARE IS DONE AT USER'S OWN DISCRETION AND RISK AND THAT USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO USER'S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS IN THE DOWNLOAD OF SUCH MATERIAL.

IN SOME JURISDICTIONS, THE DISCLAIMER OF IMPLIED WARRANTIES IS NOT PERMITTED. ACCORDINGLY, THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU.

Indemnity and liability. User agrees to indemnify and hold PD Holding Group, LLC and its subsidiaries, affiliates, officers, agents, suppliers, partners, directors, and employees harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of (without limitation) content submitted, posted to, or transmitted to the Website, your use of the Website, your connection to the Website, your violation of the Terms and Conditions of Use, the actions of any subsidiary, affiliate, officer, agent, supplier, partner, directors, and employee of yours, or your violation of any rights of another person or entity.

PD Holding Group, LLC does not own any data, information or material that you submit to the website in the course of using the licensed software ("Customer Data"). You, not PD Holding Group, LLC, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and PD Holding Group, LLC shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. In the event this Agreement is terminated (other than by reason of your breach), PD Holding Group, LLC will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. PD Holding Group, LLC reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Customer Data immediately ceases, and PD Holding Group, LLC shall have no obligation to maintain or forward any Customer Data.

Consent to Email Communications and Opting Out: By subscribing to our Electronic Services, you are consenting to the receipt of electronic mail ("email") or marketing communications from us. We may send you emails about services and products we believe may be of interest to you. You may opt out of future emails about products or services by e-mailing us at cc@prospectdigital.com. We reserve the right, however, to email you important information relating to your account, including regulatory communications.

Use of Marketing Information: You agree that you will not use the Information provided through PD Holding Group, LLC for any unlawful purpose. You further agree to comply with all reasonable written requests from PD Holding Group, LLC intended to protect the rights of others.

Use and protection of User name and password: Some portions of this Website are restricted and require authorization for access. Unauthorized use of or access to these areas is prohibited. Actual or attempted unauthorized use of or access to such areas may result in criminal and/or civil prosecution. Attempts to access such areas without authorization may be viewed, monitored, and recorded, and any information obtained may be given to law enforcement agencies in connection with any investigation or prosecution of possible criminal activity. If you are not authorized to use such areas or do not consent to continued monitoring, you should not attempt to access such areas.

If you are authorized to use a restricted area, you are responsible to maintain the security/confidentiality of your password. DO NOT SHARE YOUR PASSWORD WITH ANYONE. If you know or suspect that your password has been compromised, change your password immediately and contact Client Support: cc@prospectdigital.com.

You will be responsible for the confidentiality and use of your userid(s) and password(s). You agree not to hold PD Holding Group, LLC liable for any damages of any kind resulting from your decision to disclose your userid(s) or password(s) to any third party, including, but not limited to, entities that aggregate account information or website content, or persons who are or claim to be acting as your or proxy. If you inform PD Holding Group, LLC or PD Holding Group, LLC has reason to believe that the security of your account password may be or has been compromised, we have the right to terminate your use of Electronic Services. You will be responsible for all orders entered through and under your userid(s) and password(s) and any orders so received by PD Holding Group, LLC will be deemed to have been received from you. All orders shall be deemed to be made at the time received by PD Holding Group, LLC and in the form received. You agree immediately to notify PD Holding Group, LLC if you become aware of:

• Any loss or theft of your userid(s) or password(s) or
• Any unauthorized use of any of your userid(s) or password(s) or of the Electronic Services or any Information.
• No Spam or Gambling; You may not use Buildyourmarket.com to send unsolicited advertising or promotional materials (including, without limitation, "spam" or bulk e-mail and/or "chain"-type letters); or to facilitate or promote activities that constitute gambling. When selecting a "User ID" for an account, you may not select a name that is in use by another party. PD Holding, LLC also reserves the right to modify or cancel any "Company ID" or "User ID", including those that it deems offensive, vulgar or obscene.
• Over 18. You also warrant, represent, and covenant to Vendor that (i) you are at least eighteen (18) years of age; and (ii) you possess the legal right and ability to enter into this Agreement.
• No Circumvention. You agree not to attempt to circumvent user authentication or security of any host, network, or account related to Buildyourmarket.com. This includes, but is not limited to, accessing data not intended for you, logging into a server or account you are not expressly authorized to access, or probing the security of other networks.

Use of content: Use of the content of the Website and the Licensed Software is governed by the terms of the license agreement, these Terms and Conditions of Use and United States and international copyright law.

Data Transmission: You acknowledge that data, including email, electronic communications and personal financial data, may be accessed by unauthorized third parties when communicated between you and us using the Internet. You agree to use software produced by third parties, including, but not limited to, "browser" software that supports a data security protocol compatible with the we use. Until notified otherwise by us, you agree to use software that supports the Secure Socket Layer (SSL) protocol or other protocols accepted by us and follow our logon procedures for Electronic Services that support such protocols. You acknowledge that we are not responsible for notifying you of any upgrades, fixes or enhancements to any such software or for any compromise of data transmitted across computer networks or telecommunications facilities, including, but not limited to, the Internet. In the event that continued use of our Electronic Services requires a change in the technology you use, you will be notified via e-mail 30 days prior to migration and will be provided with a web link that provides information about the upgrade and/or the ability to upgrade online.

Use of Software, Programs, Applications or Other Devices to Access Electronic Services: With the exception of applications commonly known as web-browser software, or other applications formally approved by PD Holding Group, LLC in writing, you agree not to use any software, program, application or any other device to access or log on to PD Holding Group, LLC's computer systems, website or proprietary software or to automate the process of obtaining, downloading, transferring or transmitting any content or information or client lists to or from PD Holding Group, LLC's computer systems, website or proprietary software.

Subscription, Service and Use Fees: You agree to pay all subscription, service and use fees, if any, that you are charged by PD Holding Group, LLC or its designee for our Electronic Services. These fees may include, without limitation, any fees for the use of our website and for the creation and delivery of marketing materials. You agree that these fees may be changed without notice. We reserve the right to enter into fee-sharing arrangements with applicable Service Providers.

Payment of Fees: Upon requesting an order for marketing communications, you shall instruct PD Holding Group, LLC or its designee to charge the related fee, if any, to a designated Visa, American Express or MasterCard. You agree to pay all costs (including attorneys' fees), if any, incurred by us in collecting overdue fees from you. You also agree to pay all applicable taxes resulting from your use or receipt of the publications. Failure to pay fees on a timely basis may result in termination of your account and deletion of all data.

Late payments. All fees and payments hereunder are nonrefundable. If any fees or payments are not received by PD Holding Group, LLC within thirty (30) days of the date when due, a late payment penalty shall be imposed for each month or portion thereof that the outstanding balance remains unpaid, at the rate of one and one-half percent per month, or the maximum rate permitted by law for such charge, whichever is less.

Audits. Upon PD Holding Group, LLC's request, at mutually agreeable times no more frequently than twice annually, an agent or accounting firm chosen by PD Holding Group, LLC, and reasonably acceptable to Licensee, which acceptance shall not be unreasonably withheld, shall be provided reasonable access during normal business hours to the records of Licensee for the purposes of an audit of payments due and Licensee's performance under their respective License Agreement. Such records shall include without limitation information concerning the number of actual users of the Licensed Software and other information reasonably necessary to verify the payments due PD Holding Group, LLC and Licensee's performance. PD Holding Group, LLC and said auditing agent shall, at Licensee's request, agree in writing to maintain in confidence any proprietary information obtained during the course of such audit. The results of said audit shall be final and dispositive.

Scope of relationship

Licensor-licensee: The relationship established between User and PD Holding Group, LLC shall be that of licensee and licensor. Nothing contained herein or in any license agreement shall be construed as creating a relationship of agency, joint venture, or partnership between User and PD Holding Group, LLC. User, unless agreed to in writing, is not authorized as an agent, broker, or legal representative of or for PD Holding Group, LLC. Neither party shall have any right whatsoever to incur any liabilities or obligations on behalf of the other party.

Indemnification: You agree to defend, indemnify and hold us and our affiliates harmless from and against any and all claims, losses, liability costs and expenses (including, but not limited to, attorneys' fees) arising from your violation of this Agreement, state or federal securities laws or regulations, or any third party's rights, including, but not limited to, infringement of any copyright, violation of any proprietary right and invasion of any privacy rights. This obligation will survive the termination of this Agreement.

Proprietary rights: No title to or ownership of the Licensed Software is transferred to User hereunder. User shall not alter, modify, or reverse engineer the Licensed Software without the prior express written consent of PD Holding Group, LLC.

User recognizes and acknowledges the exclusive right of PD Holding Group, LLC in and to all trademarks, service marks, trade names, copyrights, patents, and other intellectual property and proprietary rights in and to the Website and the Licensed Software. All copies of the Licensed Software permitted to be made by Licensee shall properly include in full, and within the executable object files thereof, PD Holding Group, LLC's copyright, trademark, and proprietary notices and serial numbers as contained in the original copies possessed by Licensee. The trademarks, logos, and service marks displayed on this Website are the property of PD Holding Group, LLC or other third parties. Use of these marks, except as provided for in the license agreement and these Terms and Conditions of Use, without the prior written consent of PD Holding Group, LLC or such third party owner of the marks is strictly prohibited.

Copyright, trademark, patent, and/or other intellectual property laws protect the Licensed Software and related documents on this Website, as well as their selection and arrangement. Any unauthorized use of the Licensed Software and related documents may violate such laws and the Terms and Conditions of Use and may result in criminal/civil liability and/or termination of the User's access.

Our Ability to Terminate Electronic Services: We reserve the right to terminate your access to its Electronic Services or any portion of them in its sole discretion, without notice and without limitation, for any reason whatsoever. We may terminate your access to our Electronic Services for reasons including, but not limited to, the unauthorized use of your account access information, breach of this Agreement, or termination of one or more agreements between us and Service Providers, Information Providers or Information Transmitters. PD Holding Group, LLC, the Service Providers, the Information Providers and the Information Transmitters shall have no liability to you for terminating your access to our Electronic Services, provided, however, that if our termination of your use is without cause, we will refund the pro rata portion of any fee you may have paid for the portion of the Information and/or Electronic Services not furnished to you as of the date of termination.

Electronic Communications: The Electronic Services you access by computer provide you with the capability to send electronic communications, directly to PD Holding Group, LLC and to interact within applicable areas of the Electronic Services. You agree to the following terms with respect to your use of electronic communications through the Electronic Services:

• We shall be entitled, but are not obligated, to review or retain your electronic communications for, among other reasons, monitoring the quality of service you receive, your compliance with this Agreement and the security of the Electronic Services.
• You will not use any electronic communication feature of the Electronic Services for any purpose that is unlawful, abusive, harassing, libelous, defamatory, obscene or threatening.
• You will not upload, post, reproduce or distribute any information, software or other material protected by copyright or any other intellectual property right (as well as rights of publicity and privacy) without first obtaining the permission of the owner of such rights.
• You will not in any way express or imply that the opinions in your electronic communications, your postings or links, or information provided marketing communications, are endorsed by us unless they were specifically provided by us, without our prior written consent.
• If you use the Electronic Services that you access by computer, you agree to provide us with your email address, promptly provide us with any changes to your email address and accept electronic communications from us at the email address you specify.
• You agree to be bound by any consent, assent or agreement you transmit through the Electronic Services you access by computer, including, but not limited to, any consent you give to receive communications from us solely through electronic transmission. You agree that, when in the future you click on an "I agree", "I consent" or other similarly worded "button" or entry field with your mouse, keystroke or other computer device, your agreement or consent will be legally binding and enforceable and the legal equivalent of your handwritten signature.

General: You acknowledge that, in providing you with the Electronic Services, we have relied upon your agreement, that you are to be bound by the terms of this Agreement and any user or license agreement(s) related to or accompanying Electronic Services-related software you use. You further acknowledge that you have read, understood and agreed to be bound by the terms of the user license agreement of any Electronic Services-related software and any other agreement with PD Holding Group, LLC that applies to your account(s), all as currently in effect and amended from time to time. We will provide links to applicable Electronic Services-related software Use Agreements for you convenience.

Modifications: PD Holding Group, LLC reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.

Merger Clause: This Agreement expresses the final and complete agreement of the parties with respect to your use of PD Holding Group, LLC's Electronic Services, to the exclusion of any and all statements, representations, promises, pledges or agreements and to the exclusion of any and all recorded statements, representations, promises, pledges or agreements.

Governing Law: This Agreement, and all future agreements you shall enter into with us, unless otherwise indicated on such other agreement, shall be governed by the law (but not the choice of law doctrines) of the

State of Texas. This is the case regardless of whether you reside or transact business with PD Holding Group, LLC in Texas or elsewhere, except that arbitration provisions shall be governed by the Federal Arbitration Act.

Sales Related Materials: You herby certify that the printed materials purchased from us and delivered through the US Postal Services, at no cost to the recipient, are sales related materials. You also acknowledge that if any of the printed materials purchased from us are determined not to be a printed sales messages, you are required by the Sales and Use Tax Law of the State of Texas to report and pay tax on such property.

Refund Policy

PD Holding Group, LLC wants your total satisfaction with our service, and our Customer Care staff will work with you to do everything reasonable to ensure your satisfaction. If you have questions regarding your account or the services we provide, you can call our Customer Care at 877-670-8641, Monday through Friday (excluding holidays), 8:00 a.m. to 6:00 p.m. Central Time or email at cc@prospectdigital.com. Our Customer Satisfaction and Refund Policy is as follows:

One-Time Set-Up Fee: This fee covers some of the expenses associated with initial configuration and delivery your portal. This fee is non-refundable.

Monthly Service Fee: Once charged to your Credit Card, the Monthly Service Fee is non-refundable. Should you wish to discontinue our service, you are required to notify us by the last business day of the month to avoid the monthly charge for the upcoming month. Notification must be in writing via e-mail or received via facsimile. Maximum web storage is 100MB per account without additional fees. Maximum number of stored email addresses is 300 without additional fees.

Print Orders (Newsletters and Cards): Orders will be printed and mailed in accordance with the data contained in your PD Holding Group, LLC database. You are responsible for the accuracy of addressing information contained in your database, for the selection of individual contacts annotated to receive printed orders, and for selecting a mailing date (for those mailing types where the user can do so) that takes into account any possible delays: compliance review (for securities-licensed PD Holding Group, LLC users), Sundays and holidays where mail is not delivered and postal delays.

A mailing order may not be cancelled after it has the job status of "Sent to Printer", "Printed" or "Mailed." Refer to your Market Printing Queue or Email Queue for the status of your jobs. Make sure that you proof your mailing online as well as print it and proof it, before submitting the job for printing. If you are working with one of our Customer Care representatives to finalize your mailing, final proofing of the job is still your responsibility. If you request that one of our representatives actually finalize and submit the job for compliance review/printing, you are responsible for the final approval. Prospect Digital is not responsible for any errors or mistakes due to the lack of review on your part in your Printing or Email Queue. It is your responsibility to preview the job in your Printing or Email Queue to insure the job is accurate. You must make edits prior to the job status changing to "Sent to Printer," "Printed" or "Mailed." Recurring jobs such as Newsletter of the Month, annual review, birthday and anniversary cards are set up once by you and then are scheduled to print automatically until you delete the MAIN setup job (versus the subsequent SUB-JOBS) from the Market Printing Queue. If you delete the main job, any sub-job that has the status of "Sent to Printer", "Printed" or "Mailed" will still be printed and you will be billed accordingly. After that, no new sub-jobs will be generated.