Service Agreement

1.1. The service (hereinafter referred to as the "Service" or the "Company Profile"), owned and operated by PR Worldwide, Inc. (hereinafter referred to as "PR") is provided to you (hereinafter referred to as the "Company") under the terms and conditions of this Service Agreement and any amendments thereto and any operating rules or policies (collectively, hereinafter referred to as the "Agreement"). PR reserves the right, in its sole discretion, to change, modify, add or remove all or part of the Agreement at any time.

1.2. By registering or signing up for an account, or by or using the Service, Company agrees to be bound by the Agreement. Company represents and warrants that the representative for Company executing the Agreement is 18 years old or older. If Company is a partnership, corporation or other entity, the person executing this Agreement on behalf of such entity represents and warrants that he/she has the authority to enter this Agreement on behalf of said entity. If any information provided by Company is untrue, inaccurate, not current or incomplete, PR has the right to terminate Company's account and refuse any and all current or future use of the Service.

2.1. The service (referred to as the "Service" or the "Company Profile") is defined as follows: PR hosts company profiles and other services on the World Wide Web and may provide Company with, among other things, access to PR's software (hereinafter referred to as the "Software") to facilitate the creation and maintenance of a company profile and the ability to enter into a company profile certain information (hereinafter referred to as "Information"); although some services and membership plans of PR do not have an actual company profile, such services and membership plans are still covered by this definition.

2.2. Information is defined as anything that is in Company's Company Profile, whether it is entered directly by Company, PR, a third party or otherwise, and whether it is information, material, content, images, or any other data or communication, electronic or otherwise, such as, but not limited to press releases, emails, job postings, and product descriptions.

3.1. Company agrees that Company, and no other entity, bears 100% of the responsibility for entering and maintaining Information in Company's Company Profile and all acts or omissions that occur with regard to the Service or in connection with Company's account or password, and Company shall maintain and update all Information so it is always true, accurate, current and complete. Company agrees and acknowledges that PR is not responsible for any loss, damage or corruption of any of the Information, and that PR is not responsible for the Information being true, accurate, current, or complete. Further, Company agrees that PR has unfettered editorial discretion with regard to the Service and to all Information.

3.2. Company represents and warrants that it will not engage in any activities: that constitute or encourage a violation of any applicable law or regulation, including but not limited to the sale of illegal goods or the violation of export control or obscenity laws; that defame, impersonate or invade the privacy of any third party or entity; that infringe the rights of any third party, including but not limited to the intellectual property, business, contractual, or fiduciary rights of others; and, that are in any way connected with the transmission of "junk mail" "spam" or the unsolicited mass distribution of e-mail, or with any unethical marketing practices.

3.3. PR reserves the right to refuse or terminate Service provided to Company if PR believes, in its sole discretion that Company: (1) offers for sale goods or services, or uses or displays Information that is illegal, obscene, vulgar, offensive, dangerous, or is otherwise inappropriate; (2) has become the subject of a government complaint or investigation; or (3) has violated or threatens to violate the letter or spirit of the Agreement.

4.1. Software License. PR hereby grants Company a non-exclusive, non-transferable license to use the Software in object code form only on a server controlled by PR for the sole purpose of creating and maintaining a Company Profile on such server. Company is not being granted any right to copy the Software or to use it on computers other than a server controlled by PR. Company may not use Web pages or parts of Web pages generated by means of the Software, other than content that originates from and is proprietary to Company, on any server other than the servers controlled by PR without PR's express written agreement. Company also acknowledges and agrees that the Software is intended for access and use by means of web browsing software, and that PR does not commit to support any particular browsing platform. PR reserves the right at any time to revise and modify the Software, release subsequent versions thereof and to alter features, specifications, capabilities, functions, and other characteristics of the Software, without notice to Company. If any revision or modification to the Software materially changes Company's ability to conduct business, Company's sole remedy is to terminate the Agreement pursuant to Section 6.2 regarding non-renewal of service.

4.2. PR Intellectual Property. Company acknowledges and agrees that content available from PR or the Service, including but not limited to text, software, music, sound, logos, trademarks, service marks, photographs, graphics, and video, is protected by copyright, trademark, patent, or other proprietary rights and laws, and may not be used in any manner other than as specified in Section 4.1 above.

4.3. Company's Property. Company agrees that by using the Service, Company grants PR, and its parents, subsidiaries, affiliates, successors and assigns, a non-exclusive, worldwide, royalty-free, perpetual, non-revocable license under Company's copyrights and other intellectual property rights, if any, in all Information in Company's Company Profile to use, distribute, display, reproduce, sell and create derivative works from all or part of such Information in any and all media and in any manner and on or to any property or entity, including but not limited to any PR property and that of any third party. Company also grants PR the right to maintain Information on PR's servers during the term of the Agreement and to authorize the downloading and printing of Information, or any portion thereof, by end users for their personal use.

4.4. Unauthorized Access. Company shall not attempt to gain unauthorized access to any servers controlled by PR.

5.1. Fees. Company shall pay to PR a Recurring Annual Fee in an amount described in paragraph 5.3 below and such amount will be charged to Company's credit card, with the first payment due on the Start Date (as defined in Section 6.1) and subsequent payments due on an annual basis from the Start Date. Thereafter, Company's service plan will auto-renew every year at the then-current rate. PR may, but has no obligation to, make available, one or more special discount offerings on the service fee. Any such special offerings will revert to the non-discounted and then-current price at the end of the term and will continue unless separately cancelled.

5.2. Other charges may be incurred and charged to Company's credit card entered in Company's account, based on additional services the Company may choose to use during the then current term of this Agreement. Any and all services and additional services shall be covered by all the terms and conditions of the Agreement.

5.3. There are various plans available for a company to sign up for the Service, called the Silver Plan, Gold Plan and Platinum Plan - these names of the plans may change at any time. Company agrees that Company?s credit card will be charged the relevant amounts, as illustrated during the sign up process, for the plan Company selects to sign up for upon signing up for that plan. The base amount for the Silver Plan is currently offered on a trial basis for free for a limited time - PR has the right to end the free trial at any time. If Company elects to use certain additional services, then Company agrees that Company's credit card will be charged the relevant amounts per each service upon signing up for each additional service, which are illustrated during the sign up process for these additional services. "Recurring Annual Fee" shall hereinafter be defined as the total amount of fees charged to Company during the then current annual period, for the base annual service fee, and for additional services, and any other charges incurred during the then current annual period. Company agrees that Company's credit card will be charged the relevant Recurring Annual Fee. If PR is unable to successfully charge Company's credit card or if the charge is refused, Company's service will be terminated. It is Company's responsibility to keep credit card information current.

5.4. All fees are cumulative and payable in U.S. dollars. PR shall calculate all fees and, in its discretion and on the applicable due date set forth herein, either (a) charge payments to the credit card number given to PR at the time of registration or to any other credit card number that Company so designates, or (b) invoice payments to be paid by Company within ten (10) days after the invoice date. Late payments shall bear interest at the rate of one percent (1%) per month (or the highest rate permitted by law, if less). In the event of any failure by Company to make payment, Company shall be responsible for all reasonable expenses (including attorneys' fees) incurred by PR in collecting such amounts. If a service or additional service (hereinafter for this paragraph, collectively referred to as a "service") is supposed to automatically renew, then because of the steps involved in processing transactions, it is possible that any changes made to or actions taken upon that service on the day that service is supposed to automatically renew or the day after it is supposed to automatically renew, no matter what type of change or action (including, but not limited to, upgrading the service, paying for the service in advance, canceling or terminating the service), that change or action may not be processed successfully. Therefore, Company shall not make any changes to or take any actions upon a service during the day that service is supposed to automatically renew or the day after it is supposed to automatically renew.

5.5. Upon cancellation or termination of the Service, Company will not receive a refund for any charges or fees associated with the Service.

5.6. One of the additional services offered is text links. The fee for submitting each text link for consideration (whether initially or for each recurring year) in Company's Company Profile is non-refundable. Company acknowledges that the payment of this fee for a text link is for consideration of the link and does not in any way guarantee that the submitted text link will be included in Company's Company Profile. Company's payment only guarantees that PR will consider and respond to Company's request, by either accepting or not accepting Company's submitted text link. The decision of whether to accept the submitted text link for inclusion is in PR's sole discretion. Company expressly agrees to pay PR the fee for each text link whether or not Company's submitted text link is accepted or denied inclusion in Company's Company Profile.

6.1. Term. The term of the Agreement shall be 1 (one) year commencing on the date that Company submits Company's credit card for payment, or other form of payment, for its Company Profile (the "Start Date"). The term shall automatically renew for successive annual periods at renewal rates applicable at the time, unless notice of non-renewal is provided in accordance with Section 6.2 below; provided, however, that to qualify for each renewal Company must at the time of renewal be in substantial compliance with the material terms and conditions of the Agreement. PR shall have the right, but not the obligation, to review any Company Profile for compliance with the Agreement as part of the renewal process, or at any time.

6.2. Non-Renewal. Either party, in its sole and absolute discretion, may give notice of non-renewal for the subsequent year of service with or without cause and without stating any reason therefor. Any notice of non-renewal must be given at least five (5) days prior to the end of the current annual period in order for the Agreement to expire on the last day of that annual period; otherwise, if such notice is given after five (5) days prior to the end of the current annual period, then the Agreement will expire on the last day of the following annual period. Notwithstanding anything else in this agreement, for purposes of this section 6.2, Company must give notice through the administrative section of Company's Company Profile in the relevant section for payment.

7.1. Termination. Either party may terminate the Agreement on thirty (30) days notice if the other party has materially breached or is otherwise not in compliance with any provision of the Agreement, and such breach or noncompliance is not cured within such thirty (30) day period. PR reserves the right to immediately suspend any customer access to the Company Profile until such breach or noncompliance is cured.

7.2. Termination. Notwithstanding anything else written in this Agreement or any other agreement of PR, PR may, but has no duty to, immediately terminate Company, without notice to Company, and remove it from the Service and PR servers if PR in its sole discretion concludes that Company is engaged in illegal activities or the sale of illegal or harmful goods or services, is engaged in activities or sales that may damage the rights of PR or others, or for any other reason. Any termination, for whatever reason, shall take effect immediately and Company expressly agrees that it shall not have any opportunity to cure.

7.3. Waiver. Company expressly waives any statutory or other legal protection in conflict with the provisions of this Section 7.

7.4. Deletion of Information. Notwithstanding anything else written in this Agreement or any other agreement of PR, upon termination for whatever reason, PR may, but has no duty to, immediately and irretrievably delete from its servers, without notice to Company, any and all Information contained in Company's account, any Web pages generated by the Software, and any other information, files, or other content stored in or associated with that account, and PR shall have no further obligation to Company.

7.5. Survival. The provisions of Section 4.1, 4.2, 4.3, 4.4, 8.1, 10.1, and 11.1 of this Agreement shall survive any termination of the Agreement.

8.1. Company Details. PR maintains information about Company and Company's Company Profile on PR servers, including but not limited to Company's account registration information, Company's customer order information, sales information, and clickstream data ("Company Details"). Company grants to PR a non-exclusive, worldwide, royalty-free, perpetual license to use Company Details in aggregate form (i.e., in a form that is not individually attributable to the Company) for research, marketing and other promotional purposes.

8.2. Company agrees that PR may disclose Company Details in the good faith belief that such action is reasonably necessary: (a) to comply with the law; (b) to comply with legal process; (c) to enforce the Agreement; (d) to respond to claims that the Company or Company's Company Profile is engaged in activities that violate the rights of third parties; or (e) to protect the rights or interests of PR, or others; provided, however, that nothing in this section shall impose a duty on PR to make any such disclosures.

8.3 Password. Company shall receive a password from PR to provide access to and use of the Software and the Service. Company is entirely responsible for any and all activities that occur under Company's account and password. Company agrees to keep its password confidential, to allow no other person, company or entity to use its account, and to notify PR promptly if Company has any reason to believe that the security of its account has been compromised.

8.4 Technical Access. Company acknowledges and agrees that technical processing of Company Details is and may be required: (a) for the Service to function; (b) to conform to the technical requirements of connecting networks; (c) to conform to the technical requirements of the Service; or (d) to conform to other, similar technical requirements. Company also acknowledges and agrees that PR may access Company's account and its contents and Information as necessary to identify or resolve technical problems or respond to complaints about the Service.

9.1. Maintenance and Support. Company can obtain assistance with any technical difficulty that may arise in connection with Company's utilization of the Software or Service by requesting assistance by email to PR reserves the right to establish limitations on the extent of such support, and the hours at which it is available.

9.2. Company is responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for its access to and use of the Software and Service and Company shall be responsible for all charges related thereto.

10.1 Indemnity. Company agrees to indemnify and hold harmless PR, and its parents, subsidiaries, affiliates, officers, directors, shareholders, employees, assigns, successors, designees and agents, from any claim, demand, action, liability, loss, expense, damage or cost, including but not limited to reasonable attorneys fees, made by any party due to or arising out of Company's conduct, Company's use of the Service, any Information in Company's Company Profile, any content, material or otherwise linked to or referred to from Company's Company Profile, any alleged violation of the Agreement, or any alleged violation of any rights of another, including but not limited to Company's use of any content, trademarks, service marks, trade names, copyrighted or patented material, or other intellectual property used in connection with Company's Company Profile. PR reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Company, but doing so shall not excuse Company's indemnity obligations.

11.1. Disclaimer of warranties and liabilities. The Service and Software are provided on an "as is" and "as available" basis without warranties of any kind, either express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose or non-infringement. Neither this Agreement nor any documentation furnished under it is intended to express or imply any warranty that the Service will be uninterrupted, timely or error free or that the Software will provide uninterrupted, timely or error free service. The security mechanism incorporated in the Software has inherent limitations and Company must determine that the Software adequately meets its requirements. Company acknowledges and agrees that any material and/or data downloaded or otherwise obtained through the use of the Service is done at its own discretion and risk and that Company will be solely responsible for any damages to its computer system or loss of data that results from the download of such material and/or data. Company agrees and acknowledges that PR and its parents, subsidiaries, affiliates, officers, directors, shareholders, employees and agents, shall not be liable, under any circumstances or legal theories whatsoever, for any loss of business, profits or goodwill, loss of use or data, interruption of business, or for any indirect, special, incidental or consequential damages of any character, even if PR is aware of the risk of such damages, that result in any way from Company's use or inability to use the Service or the Software, or that result from errors, defects, omissions, delays in operation or transmission, the contents of any web pages or web sites, loss of data, computer viruses, communication line failure, destruction or unauthorized use or access to any web sites or records or Information, or other injury, damage or disruption to Company or any other failure of performance of any kind whatsoever of PR, the Service or the Software. PR's liability to Company shall not, for any reason, exceed the aggregate payments actually made by Company to PR over the course of the existing term. Some jurisdictions do not allow the exclusion of certain warranties or liabilities, so in those cases, some of the above exclusions may not apply to you.

12.1. No resale or assignment of service. Company agrees not to resell or assign or otherwise transfer its rights or obligations under the Agreement without the express written authorization of PR.

13.1. Force Majeure. Neither party shall be liable to the other for any delay or failure in performance under the Agreement resulting directly or indirectly from acts of nature or causes beyond its reasonable control.

14.1. Notices. Any notices or communications under the Agreement shall be by electronic mail or in writing and shall be deemed delivered upon receipt to the party to whom such communication is directed, at the addresses specified below. If to PR, such notices shall be addressed to or PR Worldwide, Inc., 525 Broadhollow Road, Suite 10, Melville, NY 11747-3735, USA. If to Company, such notices shall be addressed to the electronic or mailing address specified when Company first registered for the Service, or such other address as either party may give the other by notice as provided above.

15.1. Entire Agreement. The Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous proposals, both oral and written, negotiations, representations, writings and all other communications between the parties.

16.1. General. The Agreement and the relationship between Company and PR shall be governed by the laws of the state of New York without regard to its conflict of law provisions. On all disputes, Company agrees to submit to the personal and exclusive jurisdiction in the state of New York, county of Nassau. PR's failure to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties intentions as reflected in the provision, and agree that the other provisions of the Agreement remain in full force and effect. Company agrees that regardless of any statute or law to the contrary, any claim or cause of action that Company may have arising out of or related to use of the Service or the Agreement must be filed within one (1) year after such claim or cause of action arose, or be forever barred. The section titles in the Agreement are for convenience only and have no legal or contractual effect.