Introduction

Welcome to Advise.me. Advise.me provides its services and offerings (the “Advise.me Service,” as further described below) to you subject to the following Terms of Use (“TOU”). In addition, when using the Advise.me Service, you shall be subject to any posted guidelines and rules applicable to such service, which may be posted and updated from time to time. All such guidelines and rules are incorporated by reference into these TOU.

PLEASE READ THESE TOU CAREFULLY. By accessing or using the Advise.me Service, you (“You” or “Your” as applicable) are bound by the notices, terms and conditions in these TOU and, as applicable, elsewhere on www.advise.me (including but not limited to our Privacy Policy) which are incorporated by reference). If You register on behalf of a business, You represent to Advise.me that You have the authority to bind that business and Your acceptance of these TOU will be treated as acceptance by that business. In that event, You and Your in these TOU will refer to that business. If You do not agree to any of these terms and conditions, You may not use the Advise.me Service.

The Advise.me Service

The Advise.me Service is comprised of (i) the Advise.me website, currently located at www.advise.me (and/or any successor or additional website(s) owned or operated by or for Advise.me); (ii) the Advise.me syndication network to the extent provided by Advise.me (for example, when Advise.me makes content available on third party websites and services, e.g., through embedded viewers/players); (iii) the servers operated by or on behalf of Advise.me; and/or (iv) any other technology and/or services that Advise.me provides its users. The Advise.me Service may be distributed through any media format through any media channel and/or via any media device.

Registration

You are required to register if You wish to utilize Advise.me.

To register You will need to create an account with Advise.me and select a password and enter your email address (“Advise.me User ID”). You must provide Advise.me with accurate, complete, and updated registration information. Failure to do so will be a breach of these TOU, and may result in immediate termination of Your Advise.me account. You may not (i) select or use as a Advise.me User ID a name of another person with the intent to impersonate that person; (ii) use as a Advise.me User ID a name subject to any rights of a person and/or entity other than You without appropriate authorization; or (iii) use as a Advise.me User ID a name that is otherwise offensive, vulgar or obscene. Advise.me reserves the right to refuse registration of, or cancel, an Advise.me User ID in its sole discretion. You are solely responsible for the activity that occurs on Your account, and You must keep Your account password secure. You must notify Advise.me immediately of any breach of security or unauthorized use of Your account. Although Advise.me will not be liable for Your losses caused by any unauthorized use of Your account, You may be liable for the losses of Advise.me or others due to such unauthorized use. All registration information provided by You shall be subject to Advise.me’s Privacy Policy.

Original Content

If You upload content, You represent and warrant at all times that: (i) You are either more than 18 years of age, an emancipated minor or possess legal parental or guardian consent and are fully authorized to enter into these TOU on Your own behalf and on behalf of any other individuals or companies whom You are representing; (ii) You are fully able and competent to accept, make and/or perform the terms, conditions, obligations, representations and warranties set forth in these TOU, and to abide by and comply with the terms herein; (iii) if You are a company, You are duly organized, validly existing and in good standing under the laws of the state of Your organization, You have full corporate power and authority to enter into these TOU, and You are duly authorized to perform the obligations and to carry out the provisions herein; (iv) You understand that these TOU are legal and valid obligations, binding and enforceable in accordance with their terms; and (v) neither the execution, delivery or performance of these TOU conflicts with any agreement, instrument, or understanding, oral or written, to which You are a party or by which You may be bound, or violates any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over You.

Representations and Warranties. You specifically represent and warrant that (i) You either own fully and outright the business concepts shared with Advise.me or have obtained all rights, approvals, licenses, consents and permissions as are necessary, and are authorized to grant the licenses granted by You under these TOU, to make the representations and warranties made herein, and to perform Your obligations hereunder; (ii) Your use of Advise.me does not, and shall not, infringe or misappropriate any copyright, trademark, privacy right, name and likeness right or any other rights of any third party; (iii) You have obtained all necessary consents, secured all licenses and paid all associated fees required to be paid to third (“Third Party Fees”) with respect to any information shared with Advise.me and You covenant to timely pay any and all Third Party Fees required to be paid in the future. You further expressly agree that, as between You, on the one hand, and Advise.me and its affiliates, subsidiaries and distribution partners on the other hand, any obligation to secure any third party rights and to pay Third Party Fees pursuant to these TOU shall be Your obligation and not the obligation of Advise.me or any of its affiliates, subsidiaries or partners.

Suspension. Advise.me reserves the right to suspend Your account under these TOU at any time, without giving prior notice, for any act which Advise.me, in its sole discretion, determines to be harmful to any end user of the Advise.me Service, the Advise.me Service itself or which Advise.me determines in good faith violates or fails to comply with any applicable law or regulation. Advise.me may, without notice to You, remove or block any of Your information from the Advise.me Service. Removal. You may elect to remove Your information from the Advise.me Service at any time. Advise.me will use commercially reasonable efforts to remove Your information from the Advise.me Service within three business days after receipt of Your notice of removal but shall have no liability for failure to remove such information. You acknowledge and agree that Advise.me has limited practical ability to control or monitor possible infringement of Your intellectual property rights by other parties and that Advise.me assumes no responsibility for controlling or monitoring such intellectual property rights and shall have no liability for any alleged infringement. In addition, Advise.me is not responsible for enforcing Your intellectual property rights, including filing suit or taking other legal action against infringers or against Advise.me’s business partners who fail to cease using Your information.

User Behavior

Advise.me grants You permission to use the Advise.me Service subject to all of the terms and conditions set forth in these TOU. As a condition of use, You agree not to use the Advise.me Service for any purpose that is unlawful. You agree to abide by all applicable local, state, national and international laws and regulations, including, without limitation, all intellectual property laws (such as U.S. copyright laws). Any unauthorized use of the Advise.me Service is expressly prohibited.

By way of example, You agree not to (i) take any action or (ii) upload, download, post, submit or otherwise distribute or facilitate distribution of any User and Multimedia Content, using any communications service or other service available on or through the Advise.me Service, that:

• infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity; or
• is threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, offensive, profane, pornographic or obscene, or promotes hate or incites violence; or
• misrepresents the source, identity or content of information transmitted via the Advise.me Service; or
• constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”) or a chain letter, a pyramid scheme, petitions for signatures, charity requests or any other similar solicitation; or
• contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data or other information of Advise.me or any third party; or
• impersonates, or falsely indicates an affiliation with, any person or entity, including, without limitation, any employee or representative of Advise.me or access the Advise.me accounts of others without permission; or
• constitutes an offer, for sale or otherwise, of any firearms, explosives, weapons, tobacco products, controlled substances, pharmaceuticals, counterfeit or stolen articles, registered or unregistered securities, or any items that would cause Advise.me to violate any applicable law or regulation;
• collects, or attempts to collect, personal information about users without their consent or constitutes a solicitation, for commercial purposes, any users of the Advise.me Service with respect to their Multimedia Content; or
• otherwise violates these TOU, the Privacy Policy, or any other policy posted on the Advise.me website.

Additionally, You agree that You will not: (i) take any action that imposes, or may impose, in Advise.me’s sole discretion, an unreasonable or disproportionately large load on Advise.me’s infrastructure; (ii) interfere or attempt to interfere with the proper working of the Advise.me Service or any activities conducted on the Advise.me Service; (iii) alter or modify any part of the website or access User and Multimedia Content through any technology or means other than those explicitly designated by Advise.me; (iv) bypass any measures Advise.me may use to prevent or restrict access to the Advise.me Service, other accounts, or computer systems or networks connected to the Advise.me Service; or (v) interfere with any other user’s enjoyment of the Advise.me Service, including, without limitation, accessing an account of a Advise.me user that is not Yours. You may not (and may not permit others to), directly or indirectly, modify, translate, decompile, disassemble, or reverse engineer any part of the Advise.me Service or any content available through the Advise.me website (except to the limited extent applicable laws specifically prohibit such restriction), or copy, rent, lease, distribute, or otherwise transfer any of the rights that You receive hereunder. In addition, You may not remove any proprietary notices, marks or labels. You shall not launch or otherwise use any robot, spider, scraper or other automated means to access the Advise.me Service in a manner which sends more request messages to the Advise.me server in any given period of time than a typical human would normally produce in the same period by using a conventional on-line web browser to read, view and submit materials. Notwithstanding the foregoing, we grant the operators of search engines permission to use robots to copy materials from the site for the sole purpose of creating publicly-available searchable indexes of the materials, but not caches or archives of the materials, provided that we reserve the right to revoke these exceptions either generally or in specific cases.

You shall not harvest or collect information from the Advise.me Service, including, without limitation, information about other users of the Advise.me Service. The use of any information learned through the Advise.me Service or while on the Advise.me website is limited to the express purposes set forth in these TOU; all other uses are strictly prohibited.

No hyperlinks to any password protected web pages on the Advise.me website are allowed. Hyperlinks to non-restricted pages are subject to review and termination by Advise.me in our sole discretion.

Termination

Advise.me may terminate Your access to all or any part of the Advise.me Service at any time, with or without cause, with or without notice, effective immediately. All provisions of these TOU, which by their nature should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Indemnification

You agree to defend, indemnify and hold harmless Advise.me and its affiliates, subsidiaries and distribution partners and their respective officers, directors, employees and/or agents (collectively, “Advise.me Indemnitees”) from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys’ fees) arising from: (i) Your violation of any term of these TOU, including any breach of any representation, warranty, covenant or agreement made by You herein; (ii) Your violation, alleged or actual, of any third party right, including without limitation any copyright, property, or privacy right; or (ii) Your gross negligence or willful malfeasance (collectively, “Claims”). You are solely responsible for defending any such Claims, and for payment of losses, costs, damages or expenses resulting from the foregoing to both a third party and to the Advise.me Indemnitees. Advise.me shall have the right, in its sole discretion, to select its own legal counsel to defend the Advise.me Indemnitees from any Claims (but by doing so shall not waive Your indemnity obligations), and You shall be solely responsible for the payment of all reasonable attorneys’ fees incurred by the Advise.me Indemnitees in connection therewith. You shall notify Advise.me immediately if You become aware of any actual or potential Claims, suits, actions, allegations or charges that could affect Your or Advise.me’s ability to fully perform its respective duties or to exercise its respective rights under these TOU. You shall not, without the prior express written approval of Advise.me, settle, dispose or enter into any proposed settlement or resolution of any Claim (whether having been finally adjudicated or otherwise) brought against You, if such settlement or resolution results in any obligation or liability for any Advise.me Indemnitee. This defense and indemnification obligation will survive these TOU and Your use of the Advise.me Service.

Disclaimer

THE ADVISE.ME SERVICE, ADVISE.ME CONTENT AND MARKS ARE PROVIDED BY ADVISE.ME “AS IS” AND “AS AVAILABLE” ONLY. EXCEPT AS EXPRESSLY PROVIDED IN THESE TOU, ADVISE.ME MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO ANY MATTER IN CONNECTION WITH THESE TOU, INCLUDING BUT NOT LIMITED TO THE ADVISE.ME SERVICE OR ITS CONTENT OR MARKS, AND TO THE FULLEST EXTENT PERMITTED BY LAW, ADVISE.ME DISCLAIMS ALL WARRANTIES REGARDING THE ADVISE.ME SERVICE AND ITS CONTENTS AND MARKS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OR COMPLETENESS OF CONTENT, NON-INFRINGEMENT, TITLE, SUITABILITY, THE AVAILABILITY OR QUALITY OF ANY PRODUCTS OR SERVICES AVAILABLE VIA THE ADVISE.ME SERVICE (EXCEPT AS MAY BE SET FORTH IN ANY LICENSE OR OTHER AGREEMENT RELATED TO THOSE PRODUCTS OR SERVICES) OR OTHERWISE. YOU AGREE THAT USE OF THE ADVISE.ME SERVICE SHALL BE AT YOUR SOLE RISK. ADVISE.ME MAKES NO REPRESENTATION, WARRANTY OR ASSURANCE TO YOU THAT THE ADVISE.ME SERVICE WILL BE ERROR-FREE OR PERFORM IN ACCORDANCE WITH ANY PARTICULAR STANDARD, LEVEL OR METRIC. YOU ALSO EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE ADVISE.ME SERVICE RELIES UPON THIRD-PARTY SOFTWARE FOR CERTAIN FUNCTIONS, INCLUDING, WITHOUT LIMITATION, THE ENCODING AND APPLICATION OF SECURITY AND DIGITAL RIGHTS MANAGEMENT FUNCTIONALITY AND PROTECTIONS, IF AVAILABLE. ADVISE.ME MAKES NO REPRESENTATION OR WARRANTY TO YOU THAT SUCH SOFTWARE WILL BE ERROR FREE, ACCOMPLISH THE SPECIFIED INTENT OR PERFORM IN ACCORDANCE WITH ANY PARTICULAR STANDARD, LEVEL OR METRIC, AND ADVISE.ME SHALL NOT BE LIABLE FOR ANY FAILURE THEREOF TO YOU OR ANY THIRD PARTY. YOU ALSO ACKNOWLEDGE AND AGREE THAT TECHNOLOGY MAY EXIST OR BE DEVELOPED TO COPY, DOWNLOAD OR OTHERWISE ACQUIRE YOUR INFORMATION WITHOUT YOUR AND/OR ADVISE.ME’S AUTHORIZATION AND/OR KNOWLEDGE. FURTHER, ADVISE.ME DOES NOT ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY ANY THIRD PARTY THROUGH THE ADVISE.ME SERVICE OR ANY HYPERLINKED WEBSITE OR INCLUDED IN ANY BANNER OR OTHER ADVERTISING, AND ADVISE.ME WILL NOT BE A PARTY TO OR IN ANY WAY RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD PARTY WITH RESPECT THERETO.

Limitation of Liability

IN NO EVENT SHALL ADVISE.ME OR ITS AFFILIATES, SUBSIDIARIES, PARTNERS OR LICENSORS OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND/OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR DIRECT, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS OR REVENUE, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR INFORMATION HANDLING SYSTEM OR OTHERWISE) ARISING DIRECTLY OR INDIRECTLY FROM YOUR USE OF THE ADVISE.ME SERVICE, THE PERFORMANCE UNDER OR FAILURE OF PERFORMANCE OF ANY PROVISION OF THESE TOU, AND/OR ANY CONTENT, PRODUCTS OR SERVICES DISTRIBUTED ON OR PROVIDED THROUGH THE ADVISE.ME SERVICE (INCLUDING BUT NOT LIMITED TO, ADVISE.ME CONTENT AND ADVISE.ME MARKS), WHETHER AS A RESULT OF ERRORS, OMISSIONS, LOSS OF DATA, DEFECTS, VIRUSES, INTERRUPTIONS OR DELAYS IN OPERATION OR TRANSMISSION, OR ANY OTHER CAUSE, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF ADVISE.ME OR ITS SUPPLIERS HAVE BEEN EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ADVISE.ME ASSUMES NO LIABILITY FOR: ANY ERRORS, MISTAKES OR INACCURACIES IN OR OF ANY CONTENT, INCLUDING ANY USER MATERIAL; PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE ADVISE.ME SERVICES; ANY UNAUTHORIZED ACCESS TO OR USE OF THE ADVISE.ME SERVERS AND/OR ANY PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE ADVISE.ME WEBSITE; ANY VIRUSES, BUGS, TROJAN HORSES, WORMS OR OTHER MALICIOUS CODE WHICH MAY BE TRANSMITTED TO OR THROUGH THE ADVISE.ME WEBSITE BY ANY THIRD PARTY, AND/OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE ADVISE.ME SERVICE OR ANY CONTENT, INCLUDING ANY USER MATERIAL OR MULTIMEDIA CONTENT, POSTED, EMAILED OR OTHERWISE MADE AVAILABLE THROUGH THE ADVISE.ME SERVICE.

SOME JURISDICTIONS RESTRICT THE LIMITATION OF LIABILITY OR DAMAGES, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. IF ANY PART OF THE LIMITATION OF LIABILITY SET FORTH ABOVE IS UNENFORCEABLE UNDER APPLICABLE LAW, ADVISE.ME’S AND ITS SUPPLIERS’ AGGREGATE LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

Privacy Policy

Please read the Privacy Policy carefully for disclosures relating to the collection and use of Your personal information. The Privacy Policy, is incorporated by reference and made part of these TOU. Your use of the Advise.me Service is subject to Your acceptance of our TOU which include the Privacy Policy.

Miscellaneous

Acceptance. If You do not accept all of the terms and conditions set forth in these TOU, You may not access or use the Advise.me Service.

Ability to Accept. The Advise.me Service is only available to users who are over the age of 18, or an emancipated minor, or possess legal parental or guardian consent and are fully able to and competent to enter into and abide by the terms, conditions, obligations, representations and warranties set forth in these TOU. If You are under 13 years of age, You may not register for or use the Advise.me Service.

Assignment. You may not assign any of Your rights or obligations under these TOU without Advise.me’s express prior written consent. Advise.me may assign its rights or assign or delegate any of its obligations under these TOU without restriction.

Enforceability and Waiver. If any provision of these TOU is found illegal or unenforceable, the TOU will be enforced to the maximum extent permissible, and the legality and enforceability of the other provisions of these TOU will not be affected. No delay or failure by Advise.me to exercise or enforce any of its rights under these TOU will act as a waiver of such rights.

Entire Agreement. These TOU constitute the entire understanding of the parties hereto with respect to the matters and transactions contemplated hereby and supersedes all previous agreements between You and Advise.me concerning the subject matter hereof. Neither party hereto has relied on any statement, representation or promise of the other party or representative thereof in agreeing to these TOU.

Export and International Use. The Advise.me Service is controlled and offered by Advise.me from its facilities in the United States of America. Advise.me makes no representations that the Advise.me Service is appropriate or available for use in other locations. Those who access or use the Advise.me Service from other jurisdictions do so at their own volition and are responsible for compliance with local law.

Force Majeure. In the event that Advise.me is prevented from performing or is unable to perform any of its obligations under these TOU due to any cause beyond its reasonable control, then Advise.me’s performance shall be excused and the time for performance shall be extended for the period of delay or inability to perform due to such occurrence.

Good Faith. You agree to act in good faith with respect to each provision of these TOU and any dispute that may arise related hereto or thereto. Links to Third Party Websites or Services. As a convenience for its users, Advise.me may provide links on this website to other websites owned by third parties. Unless otherwise stated, Advise.me does not endorse or control these third parties and takes no responsibility for them or their websites. Please refer to these third party websites for their terms and conditions and other policies.

Governing Law, Jurisdiction and Venue. These TOU shall be governed by and construed in accordance with the laws of the State of Florida, without regard to or application of choice of law rules or principles. You expressly consent to the personal and exclusive jurisdiction and venue of the state and federal courts located in Broward County of the State of Florida for any claim or action arising out of or relating to these TOU or Your use of the Advise.me Service. You agree that: the Advise.me Service shall be deemed to be solely based in the State of Florida; the Advise.me website shall be deemed a passive website that does not give rise to personal jurisdiction over Advise.me, either specific or general, in jurisdictions other than the State of Florida; and ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE ADVISE.ME SERVICE MUST COMMENCE WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES.

Headings. The section headings and subheadings contained in these TOU are included for convenience only, and shall not limit or otherwise affect the terms hereof.

Modification. Advise.me shall have the right to modify these TOU at any time, which modification shall be effective upon posting the new TOU on the Terms of Use page of the Advise.me Website. We recommend that You check the Advise.me website regularly for any such changes. Your use of the Advise.me Service following such posting shall be deemed to constitute Your acceptance of such modification. These TOU may not otherwise be changed or modified, except in a writing signed by an authorized representative of Advise.me. Notices. All notice required to be given in writing and delivered either by hand or by recognized overnight delivery service shall be pre-paid and addressed as set forth below. If to Advise.me:

Advise.me
Attn: General Counsel
2131 Hollywood Blvd., Suite 307
Hollywood, FL 33020

If to You: Via email or transmittal to the address identified by You through Your registration for the Advise.me Service shall constitute notice to You.

Severability. Each provision of these TOU shall be severable from every other provision hereof for the purpose of determining the legal enforceability of any specific provision.

Survival. All terms of these TOU which by their nature extend beyond their termination shall remain in effect for as long as necessary to permit their full discharge and apply to each party’s respective successors and permitted assigns.

Use. The Advise.me Service is controlled and offered by Advise.me from its facilities in the United States of America. Advise.me makes no representations that the Advise.me Service is appropriate or available for use in other locations. Those who access or use the Advise.me Service from other jurisdictions do so at their own volition and are responsible for compliance with local law.