VOUCH

TERMS OF USE AGREEMENT

Last Revised: February 18, 2011 PLEASE READ THIS TERMS OF USE AGREEMENT CAREFULLY. BY ACCESSING OR USING OUR SITES AND OUR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT ACCESS OR USE OUR SITES OR OUR SERVICES. If you have any questions or comments, you may contact Vouch by writing to us at: team@JoinVouch.com. This Terms of Use Agreement (the "Agreement") is a legal agreement that governs our relationship with users and others that interact with Vouch and our subsidiaries and affiliates ("Vouch ," "we," or "us") in connection with the use of Vouch websites (including www.JoinVouch .com) (the "Sites") and our Services (as defined below). Vouch currently makes services available through our Sites, applications, which include mobile applications and applications available on social networking sites and other platforms, and our downloadable products (the Sites, the applications, the downloadable products and all services provided by Vouch in connection therewith shall be referred to collectively as, the "Services"). Vouch may offer additional services or products or modify or revise any of the Services at our discretion, and this Agreement will apply to all additional services or products and all modified or revised Services unless otherwise indicated. Vouch also reserves the right to cease offering any of the Services. You agree that Vouch shall not be liable to you or any third party for any modification, revision, suspension or discontinuance of any of the Services. Your use of certain Services may be subject to additional terms and conditions, and such terms and conditions will be either listed in this Agreement, or will be presented or accessible to you by Vouch when you sign up to use, or use, such Services ("Additional Terms"). All such Additional Terms are incorporated by reference into this Agreement unless otherwise indicated. This Agreement does not alter in any way the terms or conditions of any other agreement you may have with Vouch for products, services or otherwise. All visitors to our Sites, whether registered or not, are "users" of the Services for purposes of this Agreement. If you register for the Services by creating an account, you become a "Member". This Agreement and any policy or guideline of the Services may be modified by Vouch in its sole discretion at any time, with or without notice. Any changes or modifications will be effective immediately upon posting the revisions to the Site, and you waive any right you may have to receive specific notice of such changes or modifications. Your continued use of the Services after the posting of changes or modifications will constitute your acceptance of such changes or modifications; therefore, you should frequently review this Agreement and all applicable terms and policies to understand the terms that apply to your use of the Services. If you do not agree to the amended terms, you must stop using the Services. 1. ELECTRONIC RECORDS Because the Services are provided electronically, you must consent to Vouch's providing important information electronically if you wish to use the Services. You consent to being provided with this

Agreement, notices, disclosures, information, policies and other materials in electronic form (collectively "Electronic Records"), rather than in paper form. Your consent to receive Electronic Records applies to all notices, disclosures, documents, records or other materials of any kind that Vouch may be required to provide to you. Electronic Records will be provided on our Sites and Services or sent to the email address associated with your account. You may wish to print out all Electronic Records and keep them for your records. If you have any trouble printing out, downloading, and/or accessing any Electronic Records, you may contact us in writing at the address provided above. In order for you to access and retain Electronic Records sent by Vouch, you must have the following hardware and software: a computer or other access device capable of reading html and text files, a modem or other means of accessing the Internet, a browser capable of accessing and displaying the Vouch website and the ability to receive and read emails. To print the Electronic Records, you will also need a printer. You may withdraw your consent to receive Electronic Records by contacting us in writing at the address provided above. However, the Services provided by Vouch are only available if you agree to receive Electronic Records, and you understand that withdrawing such consent will result in your account being deactivated. You can obtain a paper copy of an Electronic Record by contacting us in writing at the address provided above, provided that Vouch may charge a reasonable fee to cover the costs of printing and sending the requested Electronic Record. 2. ELIGIBILITY By accessing or using the Services, you represent and warrant that: (a) you are at least 16 years old; (b) you have never been convicted of a felony or any criminal offense characterized as a sexual offense and are not required to register as a sex offender with any government entity; (c) you have not previously been suspended or removed from the Services; (d) you have the right, authority and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement; (e) you are not a competitor of Vouch and are not using the Services for reasons that are in competition with Vouch or other than for its intended purpose; and (f) you are not located in, under the control of, or a national or resident of any country which the United States has (i) embargoed, (ii) identified as a "Specially Designated National" or (iii) placed on the Commerce Department's Table of Deny Orders. 3. USE OF THE SERVICES You agree that you will only use the Services, including the posting of any content through the Services, in a manner consistent with this Agreement and any and all applicable local, state, national and international laws and regulations, including, but not limited to, United States export control laws. Use of the Services is void where prohibited. a. Member Account. You will only create one unique profile for use of the Services. You will not include any telephone numbers, street addresses, last names, URLs, multimedia, artworks downloaded from external sources, email addresses or any other contact information in your profile or in any other publicly viewable User Content (as defined in Section 4 below) or other communications made in connection with your use of the Services.

b.

Account Security. You understand that you are responsible for maintaining the confidentiality of the username and password of your account, and you are fully responsible for all activities that occur under your username and password, including the purchase of any of our Paid Services (as defined in Section 13 below). You agree (a) to immediately notify Vouch if you suspect any unauthorized use of your username or password or any other breach of security, (b) to ensure that you exit from your account at the end of each session, (c) not to use the account, profile, username or password of any other user or Member and (d) to use particular 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 acknowledge that Vouch is not responsible for any loss or damage arising from the theft or misappropriation of your username or password.

c.

Exclusive Use. You will only use the Services for your sole, personal use and not in connection with any commercial endeavors. You will not authorize others to use the Services or otherwise attempt to transfer your right to use the Services to any other person or entity.

d.

Interactions with Other Users; Criminal Background Screenings. You assume all risk when using the Services, including but not limited to all risks associated with any online or offline interactions with others, including dating. There is no substitute for acting with caution when communicating with any stranger who wants to meet you. YOU ACKNOWLEDGE THAT, CURRENTLY, VOUCH DOES NOT ROUTINELY SCREEN ITS USERS, INQUIRE INTO THE BACKGROUND OF ITS USERS, ATTEMPT TO VERIFY INFORMATION PROVIDED BY ITS USERS OR CONDUCT CRIMINAL SCREENINGS OF ITS USERS. VOUCH RESERVES THE RIGHT TO CONDUCT SUCH INQUIRIES OR SCREENINGS (INCLUDING THE SEARCH OF ANY SEX OFFENDER REGISTRIES), HOWEVER, IN ITS SOLE DISCRETION. Vouch does not make any representations, warranties or guarantees as to the conduct of its users or their compatibility with you. You acknowledge that not all users are available for matching and that Vouch may create test profiles or accounts to monitor the operation of the Services. You agree to take all necessary precautions when meeting other users, especially if you decide to meet in person. IN ADDITION, YOU AGREE TO REVIEW OUR ONLINE DATING SAFETY TIPS PRIOR TO USING THE SERVICES. These tips provide general advice aimed at engaging in safer dating practices, such as not providing your last name, home address, place of work, financial information (such as your credit card number or your bank account number) or other identifying information to other users and stopping all communications with anyone who pressures you for personal or financial information or attempts in any way to trick you into revealing it. You agree to treat all other users with dignity and respect and comply with our user conduct rules set forth in Section 3(f) below.

e.

No Commercial Solicitation or Advertising. You will not engage in any advertising or solicitation to buy or sell any products or services through the use of the Services and you will not transmit any chain letters, junk or spam email to other users. Additionally, you will not use any information obtained from the Services in order to contact, advertise to, solicit or sell to any user without their prior explicit consent.

f.

User Conduct. Vouch is not responsible or liable in any manner for the conduct of its users, whether or not such conduct is in connection with the use of the Site or the Services. YOU ACKNOWLEDGE THAT YOU USE THE SERVICES AT YOUR OWN RISK. You agree not to do any of the following in connection with the Services or the Users thereof: i. ii. use the Service in any unlawful manner or in a manner that is harmful to or violates the rights of others; Engage in any harassing, intimidating, predatory or stalking conduct; use the Services in any manner that could disrupt, damage, disable, overburden, impair or affect the performance of the Services or interfere with or attempt to interfere with any other user's use of the Services;

iii.

iv. v. vi. vii.

impersonate any person or entity, or misrepresent your age, identity, affiliation, connection or association with, any person or entity; make any commercial use of the Services or promote or solicit involvement in or support of a political platform, religion, cult, or sect; defraud, swindle or deceive other users of the Services; disseminate another person's personal information without his or her permission, or collect or solicit another person's personal information for commercial or unlawful purposes;

viii. ix. x. xi. xii. xiii.

solicit or engage in gambling or any similar activity or any illegal or unlawful activity; use any scripts, bots or other automated technology to scrape or access the Services; collect or solicit personal information about anyone under 18; use the Service for any phishing, trolling or similar activities; use the Service to redirect users to other sites or encourage users to visit other sites; harvest or collect email addresses or other contact information of other users from the Services by electronic or other means or use the Services to send, either directly or indirectly, any unsolicited bulk e-mail or communications, unsolicited commercial email or communications or other spamming or spimming activities; or

xiv. g.

attempt to access any Services or area of the Sites that you are not authorized to access. Reporting Violations. If you wish to report any violation of this Agreement by others, including Members, you may do so by using the "Report Profile" button on the Services or by contacting us team@JoinVouch.com.

h.

Verification and Enforcement. Although Vouch does not routinely conduct criminal screenings of its users, you agree that Vouch has the right to do so at its sole discretion, and you consent to such screening and agree to provide to Vouch, upon request, complete, accurate and current information confirming your eligibility for use of the Services. You understand and agree that if Vouch believes in its sole discretion that you have violated the terms of this Agreement, misused the Services or behaved in a way that could be regarded as inappropriate, unlawful, illegal or unsafe, Vouch may, among other things, investigate, take legal action against you and/or terminate your account and cancel your subscription and/or membership.

4.

USER CONTENT a. Responsibility for User Content. You are solely responsible for the content and information that you provide, publish, display or otherwise communicate to Vouch through the Services or to other users (collectively referred to as "post"), including without limitation messages, data, text, photos, video, music, graphics, links or other materials posted through chat messages, community pages, email messages, mobile messages, photos and profile information (your submissions and those of other users, collectively, are "User Content"). Vouch does not control, take responsibility for or assume liability for any User Content posted by you or any third party, or for any loss or damage thereto, nor is Vouch liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you encounter. YOU ARE SOLELY RESPONSIBLE FOR YOUR USE OF THE SERVICES AND USE THEM AT YOUR OWN RISK. b. Accuracy of Information. You will not provide any inaccurate, misleading, incomplete or false information or User Content to Vouch or to any other user. You agree that all photos posted to your profile are of you and were taken within the last 2 years and agree to update your profile accordingly. You may be required to supply certain information and post a photo of yourself to use the Services. c. No Duty to Review User Content. Although you understand and acknowledge that Vouch has no duty to prescreen, review, control, monitor or edit the User Content posted by users and is not liable for User Content that is provided by others, you agree that Vouch may, at its sole discretion, review, edit, refuse to accept or delete User Content at any time and for any reason or no reason without notice, and you are solely responsible for creating backup copies and replacing any User Content you post or store on the Services at your sole cost and expense. d. License of User Content to Vouch. Vouch claims no ownership or control over your User Content, except as otherwise specifically provided herein, on the Services or in a separate agreement. By submitting or posting User Content, you automatically grant, and you represent and warrant that you have the right to grant, to Vouch, its affiliates, licensees and successors an irrevocable, perpetual, non-exclusive, fully paid, worldwide right and license to use, copy, publicly perform, publicly display, reproduce, adapt, modify and distribute such User Content furnished by you and to prepare derivative works of, or incorporate into other works, such information and User Content, and to grant and authorize sublicenses of the foregoing in any medium. You further represent and warrant that the User Content and the public posting and use of your User Content by Vouch will not infringe or violate the rights of or cause any harm to any third party or violate the terms of this Agreement. By posting User Content, you hereby release Vouch and its agents and employees from any claims that such use, as authorized above, violates any of your rights and you understand that you will not be entitled to any additional compensation for any use of your User Content. e. Use of Proprietary Information of Others. You will not post, copy, transfer, create any derivative works from, distribute, reproduce or show in any manner any copyrighted or trademarked or proprietary information or materials, including any User Content posted by

other users, without the prior consent of the owner of such proprietary rights. You acknowledge that information or materials available through the Services may have copyright protection whether or not it is identified as being copyrighted. f. Prohibited Content. You will not post or transport to any other user any User Content that is illegal or prohibited from being posted, which includes, but is not limited to, any User Content (or links to content) that ("Prohibited Content"): i. ii. iii. iv. is obscene, pornographic, profane, defamatory, abusive, offensive, indecent, sexually oriented, threatening, harassing, inflammatory, inaccurate, fraudulent or illegal; promotes racism, bigotry, hatred or physical harm of any kind against any group or individual; is intended to, or does, harass, or intimidate any other user or third party; may infringe or violate any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party, including User Content that contains others' copyrighted content (e.g., photos, images, music, movies, videos, etc.) without obtaining proper permission first; v. contains video, audio, photographs, or images of another person without his or her permission (or in the case of a minor, the minor's legal guardian) or otherwise violates anyone's right of privacy or publicity; vi. vii. viii. ix. x. promotes or enables illegal or unlawful activities, such as instructions on how to make or buy illegal weapons or drugs; violates someone's data privacy or data protection rights; contains viruses, time bombs, trojan horses, cancelbots, worms or other harmful, or disruptive codes, components or devices; contains any advertising, fundraising or promotional content; or is, in the sole judgment of Vouch , objectionable or restricts or inhibits any person from using or enjoying the Services or exposes Vouch or its users to harm or liability of any type. g. Submissions. Separate and apart from the User Content you provide as part of your use of the Services, you can submit questions, comments, feedback, suggestions, success stories, ideas, plans, notes, drawings, original or creative materials or other information about Vouch and our Services (collectively, "Submissions"). Submissions, whether posted to the Services or provided to Vouch by email or otherwise, are non-confidential and shall become the sole property of Vouch. Vouch shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you. h. Social Networking Sites. When you use the Services through a social networking site (a "Social Networking Site"), such as Facebook, where the Services are also referred to as an "application", you permit Vouch to access certain information from your profile for that site. The information you permit Vouch to access varies by Social Networking Site and is affected by the privacy settings you establish at such site. By using our Services through a Social Networking Site, you are authorizing Vouch to collect, store, retain and use indefinitely, in

accordance with our Privacy Policy, any and all information that you agreed the Social Networking Site could provide to Vouch through the Social Networking Site application programming interface. Your agreement takes place when you "accept" or "allow" (or other similar terms) our application on a Social Networking Site. Additionally, you agree that any such information that Vouch currently has may be stored, retained and used indefinitely, in accordance with our Privacy Policy. 5. PRIVACY Please refer to our Privacy Policy for information about how Vouch collects, uses and discloses personally identifiable information from its users. You understand and agree that if you post any content, information or material of a personal or private nature on any public areas of Vouch or post or provide to Vouch any information or content which is intended to be shared with other users, such content, information and materials will be shared with others accordingly, and you hereby consent to such sharing. You hereby consent to the processing of any personal data in Canada or any other country in which we process your data. 6. COPYRIGHT AND LIMITED LICENSE The Services contain the copyrighted material and other proprietary information of Vouch and its licensors or users including without limitation, the Vouch logo and all designs, text, graphics, pictures, video, information, data, software, sound files, other files and the selection and arrangement thereof (collective, "Proprietary Materials"). You are granted a limited, non-sublicensable license to access and use the Services and Proprietary Materials, subject to the terms and conditions of this Agreement. You agree that you will not (i) copy, modify, publish, adapt, sublicense, translate, sell, distribute, transmit, perform, display, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Proprietary Materials or the Services or cause others to do so; (ii) "frame" or "mirror" any part of the Services, without our prior written authorization; (iii) use meta tags or code or other devices containing any reference to Vouch or the Services in order to direct any person to any other website for any purpose; (iv) resell or make any commercial use of the Services; (v) use any data mining, robots, or similar data gathering or extraction methods or otherwise collect any pictures, descriptions, data or other content from the Services; (vi) forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Services; (vii) use any automated methods or processes to create user accounts or (viii) use the Proprietary Materials or the Services other than for their intended purpose. Any use of the Services or Proprietary Materials other than as specifically authorized herein, without the prior written consent of Vouch, is strictly prohibited and will violate and terminate the license granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in this Agreement shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. The license is revocable at any time. 7. REPEAT INFRINGER POLICY

Vouch reserves the right to terminate, in appropriate circumstances and in its sole discretion, users who are deemed to be repeat infringers. Vouch may also, in its sole discretion, limit access to the Services and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement. 8. TRADEMARKS "VOUCH ," "Youre connected-Its time you meet.", Vouch 's logos and any other trade name or slogan contained in the Services are trademarks or service marks of Vouch , its partners or its licensors and may not be copied, imitated or used, in whole or in part, without the prior written permission of Vouch or the applicable trademark holder. In addition, the look and feel of the Services, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of Vouch and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned in the Services are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by us. 9. HYPERLINKS You are granted a limited, non-exclusive right to create a text hyperlink to the Vouch websites for noncommercial purposes, provided such link does not portray Vouch or its Services in a false, misleading, derogatory or otherwise defamatory manner and provided further that the linking site does not contain any adult or illegal material or any material that is offensive, harassing or otherwise objectionable. This limited right may be revoked at any time. You may not use Vouchs logo or proprietary graphics to link to any Vouch website without our express written permission. Further, you may not use, frame or utilize framing techniques to enclose any Vouch trademark, logo or other proprietary information, including the images found in the Services, the content of any text or the layout/design of any page or form contained in the Services without Vouch 's express written consent. Except as noted above, you are not conveyed any right or license by implication, estoppel or otherwise in or under any patent, trademark, copyright or proprietary right of Vouch or any third party. Vouch makes no claim or representation regarding, and accepts no responsibility for, the quality, content, nature or reliability of third-party websites accessible by hyperlink from the Services. Such sites are not under the control of Vouch and Vouch is not responsible for the contents of any linked site or any link contained in a linked site, or any review, changes or updates to such sites. Vouch provides these links to you only as a convenience, and the inclusion of any link does not imply affiliation, endorsement or adoption by Vouch of any site or any information contained therein. When you leave the Services, you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Services. 10. THIRD PARTY CONTENT Vouch may provide third party content on the Services and may provide links to web pages and content of third parties (collectively the "Third Party Content") as a service to those interested in

this information. Vouch does not control, endorse or adopt any Third Party Content and makes no representations or warranties of any kind regarding the Third Party Content, including without limitation regarding its accuracy or completeness. You acknowledge and agree that Vouch is not responsible or liable in any manner for any Third Party Content and undertakes no responsibility to update or review any Third Party Content. Users use such Third Party Content contained therein at their own risk. 11. ADVERTISERS AND OTHER THIRD PARTIES The Services may contain advertisements and promotions from third parties or may otherwise provide information about or links to third party products or services. Your business dealings or correspondence with, or participation in promotions of, such third parties, and any terms, conditions, warranties or representations associated with such dealings or promotions, are solely between you and such third party. Vouch is not responsible for, and does not endorse, any features, content, advertising, products, services or other materials on or available from third party sites. You agree that Vouch shall not be responsible or liable, directly or indirectly, for any loss or damage of any sort incurred as the result of such dealings or as a result of the presence of such third party advertisers or third party information on the Services. 13. DISCLAIMERS VOUCH PROVIDES THE SITES, THE PROPRIETARY MATERIALS AND THE SERVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, WE EXPRESSLY DISCLAIM ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICES (INCLUDING ALL PROPRIETARY MATERIALS AND OTHER INFORMATION AND CONTENT CONTAINED THEREIN), INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. VOUCH DOES NOT REPRESENT AND WARRANT THAT (A)YOUR USE OF THE SERVICES WILL BE SECURE, UNINTERRUPTED, COMPLETE, ALWAYS AVAILABLE, ERROR-FREE OR WILL MEET YOUR REQUIREMENTS, (B)ANY DEFECTS IN THE SERVICES WILL BE CORRECTED OR (C)THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. VOUCH DISCLAIMS LIABILITY FOR, AND NO WARRANTY IS MADE WITH RESPECT TO, THE CONNECTIVITY AND AVAILABILITY OF THE SERVICES OR THE DELIVERY OF ANY MESSAGES. VOUCH DOES NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF OR SCREEN THE PERSONS SUBSCRIBING TO OR USING THE SERVICES, NOR DOES IT HAVE ANY OBLIGATION TO MONITOR THE USE OF THE SERVICES BY OTHER USERS OF THE COMMUNITY. THEREFORE, VOUCH DISCLAIMS ALL LIABILITY FOR YOUR INTERACTIONS WITH AND THE CONDUCT OF OTHER USERS AND FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY OR INFORMATION. VOUCH DOES NOT: (i) GUARANTEE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION ON THE SERVICES, OR (ii) ADOPT, ENDORSE OR ACCEPT RESPONSIBILITY OR LIABILITY FOR THE CONDUCT OF ANY USERS OR MEMBERS OF THE SERVICES OR FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE BY ANY PARTY OTHER THAN VOUCH . UNDER NO CIRCUMSTANCES WILL VOUCH BE RESPONSIBLE FOR ANY

LOSS, DAMAGE OR HARM OF ANY KIND RESULTING FROM ANY USER CONDUCT OR FROM ANYONE'S RELIANCE ON INFORMATION OR OTHER CONTENT POSTED ON THE SERVICES, OR TRANSMITTED TO OR BY ANY USERS. SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU. 12. LIMITATION OF LIABILITY TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL VOUCH , ITS DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING DIRECT, SPECIAL, CONSEQUENTIAL OR INDIRECT DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SERVICES, OR THE PROPRIETARY MATERIALS CONTAINED IN OR ACCESSED THROUGH THE SERVICE, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY USER ON ANY INFORMATION OBTAINED FROM VOUCH , OR THAT RESULTS FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO VOUCH 'S RECORDS, PROGRAMS OR SERVICES. UNDER NO CIRCUMSTANCES WILL VOUCH 'S AGGREGATE LIABILITY, IN ANY FORM OF ACTION WHATSOEVER IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE SERVICES, EXCEED THE GREATER OF (1) THE AGGREGATE AMOUNT OF FEES FOR PAID SERVICES PAID BY YOU DURING THE IMMEDIATELY PRECEDING SIX MONTHS AND (2) $50. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VOUCH BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF OR THE SERVICES, INCLUDING WITHOUT LIMITATION, BODILY INJURY, EMOTIONAL DISTRESS, IDENTITY THEFT AND/OR ANY OTHER DAMAGES RESULTING FROM COMMUNICATIONS, MEETINGS OR OTHER INTERACTIONS WITH OTHER USERS OF THE SERVICES. THIS INCLUDES ANY CLAIMS, LOSSES OR DAMAGES ARISING FROM THE CONDUCT OF USERS WHO HAVE REGISTERED UNDER FALSE PRETENSES OR WHO ATTEMPT TO DEFRAUD OR HARM YOU. SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU. 13. DISPUTES AND INDEMNIFICATION a. Disputes. Our goal is to resolve any disputes amicably and quickly and we encourage you to contact us and explain your complaint prior to initiating any legal action. You agree that any dispute arising from this Agreement or about or involving the Services will by governed by the laws of the Province of Ontario (Canada), without giving effect to any conflict of laws

principles that may provide for the application of the law of another jurisdiction. You and Vouch agree to submit to the sole and exclusive jurisdiction of, and agree that venue is proper in, the state courts located in Toronto, Ontario (Canada) and the federal courts located in the Ontario (Canada) in such legal action or proceeding. b. Indemnity. You agree to defend, indemnify and hold Vouch , its subsidiaries and affiliates, and each of their directors, officers, managers, agents, contractors, partners and employees harmless from any loss, liability, claim, damages, costs, expenses or demand, including reasonable attorney's fees, due to or arising out of (i) your use of or inability to use the Services, (ii) any User Content or Submission you provide or transmit through the Services, (iii)your conduct in connection with the Services or our users, (iv)your violation of any of the terms of this Agreement, (v) your violation of any rights of a third party or (vi) your violation of any applicable laws, rules or regulations. 14. TERMINATION This Agreement is effective upon your first use of the Services and shall remain in effect until it is terminated in accordance with the terms of this Agreement. a. Termination by Vouch. Notwithstanding anything to the contrary in this Agreement, Vouch may suspend, deactivate or terminate your account and your right to use the Services and may block or prevent your access to and use of the Services at any time in its sole discretion, for any reason or no reason, without explanation and without notice (including without limitation blocking users or Members from certain IP addresses). We also reserve the right to remove or block access to your account information, User Content or data from our Services and any other records at any time at our sole discretion. In the event that we determine that your access to any of the Services is terminated or suspended for cause, such as due to any breach of this Agreement, flagged conduct or content, third party complaints or the implementation of our repeat infringer policy. 15. LANGUAGE OF THE AGREEMENT The language of this Agreement is English. Where Vouch has provided a translation of the English version of this Agreement, you agree that the translation is provided for your convenience only and that the English language version of this Agreement will govern your relationship with Vouch . If there is any contradiction between what the English language version of this Agreement says and what a translation says, then the English language version will take precedence.