IMPORTANT - READ CAREFULLY: The Agemni CMS software service (the "Service") is owned and operated by Agemni, Inc. ("Agemni"), a Utah Corporation, and is provided to you ("You") under the terms and conditions of these Agemni Terms of Service ("Terms"), which include Agemni's Privacy Policy, Legal, and End User License Agreement (“EULA”), available through the hyperlinks set forth below and incorporated herein by reference. BY COMPLETING THE ONLINE ACCEPTANCE PROCESS AND/OR SIGNING A LICENSING AGREEMENT, YOU REPRESENT AND WARRANT THAT YOU: (i) ARE AUTHORIZED TO SIGN FOR AND BIND THE CONTRACTING PARTY AND (ii) AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING THE DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH IN SECTIONS 9 AND 10 BELOW. 

1. DESCRIPTION OF SERVICE. The Service provided by Agemni allows You to set up a private database accessible via the Internet. This database is populated, maintained and administered by You.

2. REGISTRATION. To use the Service, You must submit a completed Agemni Agreement Form, which is available at http://base.agemni.com/signup (the "Agreement Form"), on Your behalf. As part of the registration process for the Service, You agree to: (1) provide certain limited information about You as prompted to do so by the Service (such information to be current, complete and accurate) and (2) maintain and update this information as required to keep it current, complete and accurate. The information requested on original signup shall be referred to as registration data ("Registration Data"). If Agemni discovers that any of Your Registration Data is inaccurate, incomplete or not current, Agemni may terminate Your right to access and receive the Service immediately. Agemni will evaluate the registration application in good faith and will notify You in a timely manner regarding acceptance or rejection. Agemni may reject a registration application if it determines, in its sole discretion that the user is not an appropriate subscriber or user of the Service. Agemni reserves the right to refuse the Service to any user who has canceled any number of previous Service accounts. Agemni need not provide a reason for its rejection. If Agemni rejects Your application, then You may reapply and Agemni will reconsider the application. You may not register for this Service if You are under 18 years of age. By registering for this Service You represent to Agemni, Inc. that You are 18 years of age or older. Upon acceptance of this agreement and completion of the registration process You will have opened an account with Agemni and will become a subscriber to the Service.

3. SERVICES

(a) Description of Service. The Service provides the registered user with remote access to the user's database from any Web browser. Agemni makes the Service available under a number of different subscription plans. Please confirm that the plan for which You are registering meets Your needs by reviewing the applicable Licensing Payment Plans.

(b) Fees and Payments. Agemni offers several Licensing Plans depending upon your business needs. Each plan has a different fee structure as outlined in the Licensing Agreement for the plan you select. By entering your business, personal and credit card information, selecting a plan and clicking the submit button (or faxing in your signed Agreement) you agree to all the terms and conditions of the respective Licensing Agreement and EULA even if you do not sign and return to Agemni a Licensing Agreement. Subject to the terms in your respective Licensing Agreement, Your subscription will continue and renew automatically unless terminated by Agemni or You. If there are any annual, monthly or similar periodic fees for Your subscription, these fees will be billed automatically to the credit card or bank account designated under the Licensing Plan selected. You agree to pay or have paid all fees and charges incurred in connection with Your subscription for the Service (including any applicable taxes) at the rates in effect when the charges were incurred. All fees and charges are nonrefundable. Agemni may change the fees and charges then in effect, or add new fees or charges, by giving You notice in advance. All fees and charges incurred in connection with Your user name and password will be billed to the credit card designated during the registration process for the Service or subsequently designated to Agemni. You also are responsible for any fees or charges incurred to access the Service through an Internet access provider or other third party service. YOU, AND NOT AGEMNI, ARE RESPONSIBLE FOR PAYING ANY AMOUNTS BILLED TO YOUR CREDIT CARD BY A THIRD PARTY, WHICH WERE NOT AUTHORIZED BY YOU. This Agreement is personal to You, and You may not assign Your rights or obligations to anyone.

(c) Credit Cards/Bank Account Info. As a condition to your right to use the Service, You must provide us with a valid credit card number belonging to You with available credit sufficient to pay the applicable Service Fees or a bank account owned by You with sufficient funds to pay the monthly fees. In the event that you cancel this credit card or bank account or it is otherwise terminated, you must immediately provide us with a new valid credit card number or bank account number. You authorize Agemni, from time to time, to undertake steps to determine whether the credit card number You have provided to us is a valid credit card number. In the event that You do not provide us with a current valid credit card number with sufficient credit upon request during the effective period of this Agreement, You will be in violation of this Agreement, and we may terminate this Agreement with You. In the event that You provide us with a debit card number instead of a credit card number, You authorize us to make all charges described in this Agreement to Your debit card account.

(d) Trial Offers, Coupons, Credits and Special Offers. Agemni reserves the right to discontinue or modify coupons, credits and special promotional offers at our discretion. Any Free Trial offer entitles new, registered subscribers to a 15-day free trial usage of the service. Free Trial terms vary by promotional offer. At the end of the trial period You will be automatically subscribed to the Gold Plan and we will bill your credit card for the fees to the Service plan or to a any other default Service plan for trial subscribers selected by Agemni. If You wish to terminate the trial and do not wish to subscribe to a plan, You must cancel before the end of your trial period. For cancellation instructions, please contact Agemni at support@agemni.com.

4. USER CONDUCT AND PROPRIETARY RIGHTS

(a) No Resale or Commercial Use of the Service. Your right to use the Service is personal to You. You may be either an individual or a corporation or business entity, but You agree not to resell the use of the Service, any downloadable plug-in or other materials or any information obtained by You without the express written consent of Agemni.

(b) Conduct. You are solely responsible for the content of Your entered into a database using the Service. Agemni does, however, reserve the right to take any action with respect to the Service that Agemni deems necessary or appropriate in Agemni's sole discretion if Agemni believes You or Your use of the Service may create liability for Agemni. Your use of the Service is subject to all applicable local, state, national and international laws and regulations (including without limitation those governing account collection, export control, consumer protection, unfair competition, anti-discrimination or false advertising). You agree: (1) to comply with all United States laws, rules and other regulations applicable in connection with the Service; (2) not to use the Service for illegal purposes; (3) not to interfere or disrupt networks connected to the Service; (4) not to use the Service to infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; and (5) not to transmit through the Service, through Feedback or otherwise, any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature. You will not attempt to gain unauthorized access to other computer systems and You will not interfere with another user's use and enjoyment of the Service.

(c) Proprietary Rights. In accordance with Your authorized use of the Service, Agemni grants You a limited license to use a database solely in connection with the Service offered by Agemni. You acknowledge that the database used in connection with the Service is proprietary to Agemni and may be protected by copyrights, trademarks, product marks, patents or other proprietary rights and laws; therefore, You are only permitted to use this database as expressly authorized by the Service and these Terms. Further, Agemni CMS and the Agemni logo, and other names, logos, icons and marks identifying Agemni's products and services are trademarks of Agemni and may not be used without the prior written permission of Agemni. All other product names mentioned are used for identification purposes only and may be trademarks of their respective holders. You may not copy, reproduce, distribute or create derivative works of this plug-in without expressly being authorized to do so by Agemni. Further, You may not reverse engineer, decompile, alter, modify, disassemble or otherwise attempt to derive source code from the plug-in. All rights not expressly granted in these Terms are reserved to Agemni.

5. PRIVACY. Agemni will not sell or rent Your personally identifiable information to anyone unless You expressly consent to disclosures of Your personal identification and other personal information to third parties. We may send personally identifiable information about You to third parties when: a) We have Your consent to share the information or b) We find that Your actions on our Web site violate this Terms of Service or c) We respond to subpoenas, court orders or legal processes which require us to disclose Registration Data or any information about You to law enforcement or other government officials as Agemni, in its sole discretion, believes necessary or appropriate. More information on Agemni's current privacy policy can be found at http://www.agemni.com.

6. DATA.  Agemni may at its sole discretion use any of the data contained in any database(s) residing on the Agemni owned or leased servers for any lawful purpose including for the purpose of selling additional services or products to the customers included therein.  7. MODIFICATIONS. Agemni may amend these Terms at any time by (i) posting a revised Terms of Service document on http://www.agemni.com and/or (ii) sending information regarding the Terms amendment to the email address You provide to Agemni. You are responsible for regularly reviewing the http://www.agemni.com website to obtain timely notice of such amendments. You manifest intent to accept these amended terms if You continue to use Your account after such amended terms have been posted or information regarding such amendment has been sent to You. Otherwise, these Terms may not be amended except in writing signed by both parties. Further, Agemni reserves the right to modify or discontinue the Service with or without notice to You. Agemni shall not be liable to You or any third party should Agemni exercise its right to modify or discontinue the Service.

8. PASSWORDS AND SECURITY. As part of the registration process, You will use Your email address as Your user name and You will choose Your passwords for access to Your account. You agree to carefully safeguard all of Your passwords. You are solely responsible if You do not maintain the confidentiality of passwords and account information. Furthermore, You are solely responsible for any and all activities that occur under Your account. You agree to immediately notify Agemni of any unauthorized use of Your account or any other breach of security known to You, including if You believe that Your password or account information has been stolen or otherwise compromised.

9. TERMINATION. Agemni may immediately terminate Your right to use the Service if (a) You breach these Terms; (b) Agemni is unable to verify or authenticate any information You provide to Agemni; (c) such information is inaccurate; or (d) Agemni decides, in its sole discretion, to discontinue offering the Service. Agemni shall not be liable to You or any third party for termination of the Service. You may only terminate Your Account and end Your use of the Service in accordance with the Licensing Agreement for the Service Plan you have selected. Upon termination of Your account, You shall remain liable for all fees incurred or accrued by You and any fees you may have paid in advance are nonrefundable. Upon expiration or termination for any reason, You are no longer authorized to use the Service. When this Agreement is terminated and/or Your Account is canceled, You will no longer have access to data and other material You have stored in your database and that material may be deleted by Agemni.

10. MAINTENANCE AND UPDATES. You understand that Agemni may update the Software at any time, but is under no obligation to inform You of or furnish to You any such updates. This Agreement does not grant You any right, license or interest in or to any support, maintenance, improvements, modifications, enhancements or updates to the Software or supporting documentation. To the extent that Agemni supplies any updates to You, such updates will be deemed to be subject to the terms of this Agreement unless Agemni indicates otherwise. Agemni reserves the right to charge additional fees for any future versions of, or updates to, the Service or any related software or services, even if such amount is in excess of the agreed upon Licensing Agreement Pricing Plan signed and entered into upon registering for the Service or at anytime thereafter.

11. DISCLAIMER OF WARRANTIES. YOU EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" BASIS. AGEMNI EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. AGEMNI MAKES NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY OR ERROR FREE, NOR DOES AGEMNI MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR THE ACCURACY OF ANY OTHER INFORMATION OBTAINED THROUGH THE SERVICE OR THAT DEFECTS IN THE DATABASE WILL BE CORRECTED. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED (INCLUDING DATABASE BACKUPS) THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. NO INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM AGEMNI OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

12. LIMITATION OF LIABILITY. IN NO EVENT SHALL AGEMNI OR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, RESULTING FROM THE USE OR THE INABILITY TO USE THE SERVICE, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, EVEN IF AGEMNI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. AGEMNI'S LIABILITY TO YOU OR ANY THIRD PARTY IS LIMITED TO $50. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

13. INDEMNITY. You hereby agree, at Your expense, to indemnify, defend and hold Agemni harmless from and against any loss, cost, damages, liability or expense arising out of or relating to (a) a third-party claim, action or allegation of infringement based on information, data, files or other content submitted by You; (b) any fraud or manipulation, or other breach of these Terms by You; or (c) any third-party claim, action or allegation brought against Agemni arising out of or relating to a dispute between its users over the terms and conditions of a contract or related to the purchase and sale of any services.

14. GENERAL TERMS. These Terms are governed in all respects by the laws of the State of Utah as such laws are applied. Both parties submit to personal jurisdiction in Salt Lake County Utah and further agree that any cause of action relating to these Terms shall be brought in a court in Salt Lake County, Utah. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Agemni's failure to act with respect to a breach by You does not waive Agemni's right to act with respect to subsequent or similar breaches. You may not assign or transfer this Agreement or any rights hereunder, and any attempt to the contrary is void. This Agreement shall inure to the benefit of and be binding upon each party's successors and assigns. Agemni shall not be liable for any delay or failure to perform resulting directly or indirectly from any causes beyond Agemni's reasonable control. Unless otherwise provided in this Agreement, any notice required or permitted to be given under this Agreement shall be delivered (i) by hand; (ii) by registered or certified mail, postage prepaid and return receipt requested to the address provided by the other party, or to such other address as a party may designate by written notice in accordance with this Section 12; (iii) by overnight courier or (iv) by electronic mail with confirming letter mailed under the conditions described in (ii). Notice so given shall be deemed effective when received, or if not received by reason of fault of addressee, when delivered. These Terms constitute the complete and exclusive understanding and agreement of the parties relating to the subject matter hereof and supersedes all prior understandings, proposals, agreements, negotiations and discussions between the parties, whether written or oral.

You understand and agree that You are solely responsible for periodically reviewing the Terms of Service.