1. AGREEMENT TO TERMS These Terms of Use (these “Terms”) constitute a legally binding agreement made between you (“you”) and SMARTENDING, INC. (“SMARTENDING”, “we”, “us” or “our”), concerning your access to and use of the www.smartending.com website as well as any other media channel, mobile website, or online services related, linked, or otherwise connected thereto (collectively, the “Services”). You agree that by accessing the Services, you have read, understood, and agree to be bound by all of these Terms. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, THEN YOU ARE NOT PERMITTED TO USE THE SERVICES, AND YOU MUST DISCONTINUE USE IMMEDIATELY. We reserve the right, in our sole discretion, to make changes or modifications to these Terms at any time and for any reason, including providing supplemental terms and conditions or documents that govern your relationship with SMARTENDING. We will alert you about any changes by updating the “Last updated” date for the applicable the Services. It is your responsibility to periodically review these Terms and any additional agreements to stay informed of updates. Your use of the Services following the posting of such changes or revised Terms will constitute your acceptance of any such changes. If you do not agree to these Terms, our Privacy Policy or any other policy governing your access to or use of our Services, you should immediately terminate your access to and use of the Services.

2. USER REPRESENTATIONS You must be at least 21 years of age or older to sign-up or register for, or install or use, the Services. By using the Services, you represent and warrant that: (1) you are at least 21 years old and not a minor in the jurisdiction in which you reside, or if a minor, you have received parental permission to use the Services; (2) all information you submit will be true, accurate, current, and complete; (3) you will maintain the accuracy of such information and promptly update such information as necessary; and (4) you have the legal capacity to and you will comply with these Terms. If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).

3. PRIVACY We care about your privacy and the security of your information. Please review our Privacy Policy [INSERT HYPERLINK TO PRIVACY POLICY]. Our Privacy Policy provides information on how we collect, use, and disclose information from all users of the Services. 2 Please be advised the Services are hosted in the United States. If you access the Services from the European Union, Asia, or any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Services, you are transferring your data to the United States, and you expressly consent to have your data transferred to and processed in the United States.

4. PROHIBITED ACTIVITIES You may not access or use the Services for any purpose other than that for which we make the Services available. The Services may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us. As a user of the Services, you will not:  Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.  Make any unauthorized use of the Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.  Circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any SMARTENDING Content (defined below) or enforce limitations on the use of the Services and/or the SMARTENDING Content contained therein.  Engage in unauthorized framing of or linking to the Services.  Trick, defraud, or mislead us and our users, especially in any attempt to learn sensitive account information such as user passwords or account details.  Make improper use of our support services or submit false reports of abuse or misconduct.  Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, scripts, or similar data gathering and extraction tools.  Interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services.  Use any information obtained from the Services in order to harass, abuse, or harm another person.  Use the Services as part of any effort to compete with us or otherwise use the Services and/or the SMARTENDING Content for any revenue-generating endeavor or commercial enterprise.  Decipher, decompile, disassemble, reverse engineer, or attempt to discover the source code any of the software comprising or in any way making up a part of the Services.  Attempt to bypass any measures of the Services designed to prevent or restrict access to the Services, or any portion of the Services. 3  Delete the copyright or other proprietary rights notices from any SMARTENDING Content.  Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material that interferes with any person’s uninterrupted use and enjoyment of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services.  Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services.  Use the Services in a manner inconsistent with or to violate any applicable laws or regulations.

5. OUR INTELLECTUAL PROPERTY RIGHTS Unless otherwise indicated, the Services are our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Services (collectively, the “SMARTENDING Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, foreign jurisdictions, and international conventions. The SMARTENDING Content and the Marks are provided on the Services “AS IS” for your information and personal use only. Except as expressly provided in this Agreement, no part of the Services and no SMARTENDING Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission. Provided that you are eligible to use the Services, you are granted a limited, non-exclusive, non-transferable, fully revocable license to access and use the Services. Use of any additional products or services offered through the Services that are subject to special registration, restricted access, or payment is further subject to other terms and conditions specified by SMARTENDING for the use of such other SMARTENDING products or services. You agree to use the Services and the SMARTENDING Content to which you have properly gained access solely for personal, non-commercial purposes. We reserve all rights not expressly granted to you in and to the Services, SMARTENDING Content, and the Marks, and no rights are granted to you by implication, estoppel, or otherwise.

6. FEEDBACK You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, ideas, or other information regarding the Services (“Feedback”) provided by you to us is non-confidential and will become our sole property. You hereby assign to us all of your rights in and to such Feedback, such that we own exclusive rights, including all intellectual property rights, and are entitled to the unrestricted use and dissemination of this Feedback for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Feedback, and you hereby warrant that any such Feedback is original to you or that you have the right to submit such Feedback. You agree there shall be no recourse against us for any alleged or actual infringement or 4 misappropriation of any proprietary right in any Feedback.

7. THIRD-PARTY CONTENT We may provide information about third-party products, services, activities or events, or we may allow third parties to make their content and information available on or through the Services (collectively, “Third-Party Content”). We provide Third-Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party. SMARTENDING does not control or endorse, and makes no representations or warranties regarding, any Third-Party Content, and your access to and use of such Third- Party Content is at your own risk. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any of these third parties.
8. TERM AND TERMINATION These Terms shall remain in full force and effect while you use the Services. If you fail to comply with any provision of these Terms, any rights granted to you herein will automatically terminate. In the event of such termination, you must immediately cease use of the Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SERVICES, IN OUR SOLE DISCRETION.

9. DISCLAIMER OF WARRANTIES THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW. WE EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (i) THE SERVICES, (ii) THE SMARTENDING CONTENT, OR (iii) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO US OR VIA THE SERVICES. YOU ASSUME ALL RISK FOR ALL DAMAGES, INCLUDING DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE DEVICE OR LOSS OF DATA THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE SERVICES. YOU HEREBY ACKNOWLEDGE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 WHICH PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR 5 AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” WE DO NOT REPRESENT OR WARRANT THAT THE SERVICES WILL BE PROVIDED ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICES OR THE SERVER THAT MAKES THE SERVICES AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES OR MALICIOUS CODE. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE SERVICES ARE ACCURATE, COMPLETE, OR USEFUL. FURTHER, WE DO NOT WARRANT THAT YOUR USE OF THE SERVICES IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND WE SPECIFICALLY DISCLAIM SUCH WARRANTIES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU TO THE EXTENT SUCH JURISDICTION’S LAW IS APPLICABLE TO YOU AND THIS AGREEMENT.

10. LIMITATIONS OF LIABILITY; WAIVER (A) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SMARTENDING PARTIES WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY—WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, WARRANTY, OR OTHERWISE—FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES OR LOST PROFITS, EVEN IF SMARTENDING OR THE OTHER SMARTENDING PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (B) THE TOTAL LIABILITY OF SMARTENDING AND THE OTHER SMARTENDING PARTIES FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO THE GREATER OF $100 OR THE AMOUNT PAID BY YOU TO USE THE SERVICES. (C) THE LIMITATIONS SET FORTH IN THIS SECTION 10 WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD OR INTENTIONAL MISCONDUCT OF SMARTENDING OR THE OTHER SMARTENDING PARTIES OR FOR ANY OTHER MATTERS IN WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. ADDITIONALLY, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

11. INDEMNIFICATION To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless the SMARTENDING Parties, from and against any losses, liabilities, claims, 6 demands, damages, expenses or costs (“Claims”) arising out of or related to (i) your access to or use of the Services; (ii) your violation of this Agreement; (iii) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); (iv) any disputes or issues between you and any third party; or (v) your conduct in connection with the Services. You agree to promptly notify SMARTENDING Parties of any third-party Claims, cooperate with SMARTENDING Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including attorneys’ fees). You also agree that the SMARTENDING Parties will have control of the defense or settlement, at SMARTENDING’s sole option, of any third-party Claims. You agree not to settle any matter without the prior written consent of SMARTENDING. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and SMARTENDING or the other SMARTENDING Parties.

12. TIME LIMITATION ON CLAIMS You agree that any claim you may have arising out of or related to your relationship with us must be filed within one year after such claim arose; otherwise, your claim is permanently barred.

13. EXCLUSIVE VENUE To the extent that these Terms allow you or us to initiate litigation in a court, you agree that all claims and disputes (whether in contract, tort, or otherwise), including statutory claims and disputes, arising out of or relating to these Terms or use of the Services will be litigated exclusively in the federal and state courts of Dallas, Texas. You expressly consent to the personal jurisdiction of such courts.

14. GOVERNING LAW These Terms and your use of the Services are governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law principles.

15. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES Visiting the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and through the Services, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

16. MISCELLANEOUS 7 You agree that SMARTENDING’s service providers are third party beneficiaries of the above provisions, with all rights to enforce such provisions as if such service providers were a party to these Terms. These Terms and any policies or operating rules posted by us through the Services constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. These Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We will not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms or use of the Services. You agree that these Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms and the lack of signing by the parties hereto to execute these Terms.

17. CONTACT US  In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at: