PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE LIVEIMPACT SERVICE

By using the LiveImpact software, liveimpact.org website or/and LiveImpact applications (collectively, "LiveImpact Services") which are provided to you by Ubix Systems, Inc. ("we", "us", "Ubix Systems, Inc" or "LiveImpact") you are agreeing to be bound by the following terms and conditions ("Terms of Use").

MEMBER CONDUCT

We at LiveImpact encourage all members to behave responsibly and ethically. You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Content originated. This means that you, and not LiveImpact, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available via the LiveImpact Services. LiveImpact does not control the Content posted via the LiveImpact Services and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the LiveImpact Services, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will LiveImpact be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the LiveImpact Services.

You agree to not use the LiveImpact services to:

Upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;

Harm minors in any way;

Impersonate any person or entity, including, but not limited to, a LiveImpact official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;

Forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the LiveImpact Service;

Upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

Upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party;

Upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;

Upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

Intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission;

"Stalk" or otherwise harass another;

Collect or store personal data about other users in connection with the prohibited conduct and activities set forth in above paragraphs.

You acknowledge that LiveImpact may or may not pre-screen Content, but that LiveImpact and its designers shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any Content that is available via the LiveImpact Services. Without limiting the foregoing, LiveImpact and its designers shall have the right to remove any Content that violates the TOS or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by LiveImpact or submitted to LiveImpact, including without limitation information in message boards or in all other parts of the LiveImpact Services.

Publicity and Benchmarking You may not misrepresent Your relationship with LiveImpact nor suggest or publish that LiveImpact or any of its affiliates or licensors endorses, sponsors, contributes to or provides support for Content. You may not publish the results of any benchmarking studies that You conduct in connection with the Services or publish any press releases regarding Your use of the Services unless You obtain LiveImpact's prior written approval.

Basic Terms

You must be 15 years or older to use the LiveImpact Services. If you are under 18, you may use the Site only with involvement of a parent or guardian who agrees to be bound by these Terms of Use. All information you provide to LiveImpact Service is truthful, current, complete and accurate and you will update the information to maintain its accuracy;

You are responsible that you are raising money for a cause or activity that it is legal under all applicable federal, state and local laws and regulations; You will use all donated funds solely for the purpose you have stated on the Site, and under no circumstances may you use the funds for any other purpose; You will make all reasonable efforts to send a reciept and thank you note to donors who have given to your project or organization;

You understand and agree that your use of the administrative functionality accessible to you via logging into the LiveImpact Service is Confidential unless the items are publicly visible or publicly shared.

You understand and agree that your use of the Site and use or reliance upon any of the materials through the site is solely at your own risk. LiveImpact does not verify, endorse or control any of the information on the Site

As part of the registration process, you agree to provide: (a) information about yourself or your organization that is truthful, current, complete and accurate; and (b) update this information so as to maintain its accuracy.

You are responsible for keeping your password secure.

You are responsible for any activity that occurs under your LiveImpact account.

You understand donations made on or through LiveImpact service are nonrefundable.

You must not abuse, harass, threaten, impersonate or intimidate other users of LiveImpact Services.

You may not use the LiveImpact Services for any illegal or unauthorized purpose. International users agree to comply with all local laws regarding online conduct and acceptable content.

You are solely responsible for your conduct and any content that you post, upload, share, publish, display or submit (collectively, "post") on the LiveImpact Services.

You must not modify, adapt or hack LiveImpact Services or modify another website or application so as to falsely imply that it is associated with LiveImpact Services.

You must not access LiveImpact Services private APIs by any other means other than the LiveImpact.org website and LiveImpact applications themselves.

You must not crawl, scrape, or otherwise archive any content from LiveImpact Services including but not permited to user profiles and photos.

You must not transmit any worms or viruses or any code of a destructive nature.

You must not, in the use of LiveImpact Services, violate any laws in your jurisdiction (including but not permited to copyright laws).

User understands that by using the LiveImpact Site, User may be exposed to User Content that may be offensive or objectionable to User. LiveImpact may, but is not obligated to, preview or review any User Content and, in its sole discretion, may block or may remove from the Sites, without notice, any User Content that violates the Terms of Use or is otherwise objectionable. However, failure to block or remove any User Content is not an endorsement, warranty, representation, or guarantee regarding such User Content.

Violation of any of these agreements will result in the termination of your LiveImpact account. While LiveImpact service prohibits users from performing on organization's sites the types of conduct and content described above, you understand and agree that LiveImpact service cannot be responsible for the Content posted on its web site and you nonetheless may be exposed to such materials and that your use of the LiveImpact Services at your own risk.

General Conditions

No Warranties You understand and agree that the Software and Services may contain bugs, errors and/or inadequacies. FOR ALL CIRCUMSTANCES AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND SOFTWARE OF LIVEIMPACT, ITS AFFILIATES AND THEIR LICENSORS AND VENDORS AND ANY THIRD PARTY SERVICES ARE PROVIDED "AS IS", "AS AVAILABLE" AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. NEITHER LIVEIMPACT NOR ITS AFFILIATES, LICENSORS OR VENDORS MAKES ANY GUARANTEE OR WARRANTY THAT THE USE OF SOFTWARE, SERVICES AND/OR ANY THIRD PARTY SERVICES WILL BE SECURE, UNINTERRUPTED, COMPLY WITH REGULATORY REQUIREMENTS, BE ERROR FREE OR THAT LIVEIMPACT WILL CORRECT ALL SOFTWARE AND/OR SERVICE ERRORS.

Limitation of Liability NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT WILL LIVEIMPACT, ITS AFFILIATES, OR THEIR LICENSORS OR VENDORS BE LIABLE TO YOU OR YOUR AFFILIATES FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA), EVEN IF SUCH ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER LIVEIMPACT, ITS AFFILIATES NOR THEIR LICENSORS OR VENDORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE LIVEIMPACT SERVICES, INCLUDING AS A RESULT OF (I) ANY TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) OUR DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS OR (III) ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON, INCLUDING AS A RESULT OF POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR CONTENT OR OTHER DATA. FOR ALL EVENTS AND CIRCUMSTANCES, LIVEIMPACT, ITS AFFILIATES' AND THEIR LICENSORS' AND VENDORS' AGGREGATE AND CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ON ACCOUNT OF PERFORMANCE OR NON-PERFORMANCE OF OBLIGATIONS, REGARDLESS OF THE FORM OF THE CAUSE OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), STATUTE OR OTHERWISE WILL BE LIMITED TO DIRECT DAMAGES AND WILL NOT EXCEED THE AMOUNTS RECEIVED BY LIVEIMPACT DURING ONE (1) MONTH IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY, WITH RESPECT TO THE PARTICULAR ITEMS (WHETHER SOFTWARE, SERVICES OR OTHERWISE) GIVING RISE TO LIABILITY. LIABILITY FOR THESE DAMAGES DESCRIBED IN THIS SECTION WILL BE LIMITED OR EXCLUDED (AS THE CASE MAY BE) EVEN IF ANY EXCLUSIVE REMEDY PROVIDED FOR IN THIS AGREEMENT FAILS ITS ESSENTIAL PURPOSE. TO THE EXTENT THAT LIABILITY FOR CERTAIN DAMAGES MAY NOT BE LAWFULLY EXCLUDED OR LIMITED AS PROVIDED ABOVE, THE TERMS OF THIS SECTION WILL BE ENFORCED TO THE EXTENT PERMITTED BY APPLICABLE LAW.

Indemnification You agree to indemnify and hold harmless LiveImpact, its affiliates and their licensors and vendors, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and associated litigation expenses) arising out of or relating to: (a) Your use and/or Your Users' use of the Services and Software; (b) Your breach of this Agreement or the Acceptable Use Policy, or violation of applicable law by You and/or Your Users; (c) Content or the combination of Content with other applications, content or processes, (d) any claim or allegation that Content infringes or misappropriates the intellectual property rights of any third party; (e) LiveImpact's response to any third party subpoena, warrant, audit, agency action or other legal order or process concerning Content, Your Account and/or use by You and/or Your Users of the Services and Software or (f) any dispute between You and a Third Party Service or You and Your User. LiveImpact will provide You with written notice of any claim, suit or action, but its failure to do so does not relieve Your of Your obligations under this section.

We reserve the right to modify or terminate the LiveImpact Services for any reason, without notice at any time.

We reserve the right to terminate any accont on the LiveImpact Services for any reason, without notice at any time.

We reserve the right to alter these Terms of Use at any time. If the alterations constitute a material change to the Terms of Use, we will notify you via the email address we have on file for you. What constitutes a "material change" will be determined at our sole discretion, in good faith and using common sense and reasonable judgment.

We reserve the right to refuse service to anyone for any reason at any time.

We may, but have no obligation to, remove Content and accounts containing Content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, obscene or otherwise objectionable or violates any party's intellectual property or these Terms of Use.

Although the LiveImpact Services are normally available, there will be occasions when one or more LiveImpact Services will be interrupted for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and equipment that are beyond the control of organization.

We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the services or any services or items obtained through the services or to your downloading of any material posted on it, or on any services linked to it.

LiveImpact Service and third parties acting on LiveImpact’s behalf may send you e-mail notifications from time to time in order to inform you about important information regarding your use of the Service. You may opt out from receiving such e-mails, even if you opt out you understand and agree that you will still be held responsible for the information contained in these e-mails.

LiveImpact Service hereby disclaims all warranties of any kind, either express or implied, statutory or otherwise, including but not limited to any warranties of merchantability, non-infringement and fitness for particular purpose. The foregoing does not affect any warranties which cannot be excluded or limited under applicable law.

In no event will Liveimpact service, be liable for damages of any kind, under any legal theory, arising out of or in connection with your use, or inability to use, the services, any content on the services or such other services or any services or items obtained through the services or such other services, including any direct, indirect, special, incidental, consequential or punitive damages, including but not limited to, personal injury, pain and suffering, emotional distress, loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, loss of data, and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable. the foregoing does not affect any liability which cannot be excluded or limited under applicable law.

These Terms of Use are governed by the laws of California and by the United States of America. Any suit or proceeding relating to these Terms of Use will be instituted exclusively in the federal courts of the United States or the courts of the State of California, though we retain the right to bring any suit, action or proceeding against you for breach of these Terms of Use in your country of residence. You agree to waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Waiver of Jury Trial: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU WAIVE THE RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED UNDER THIS AGREEMENT.

NON DISCLOSURE

Except as otherwise provided on this website, all trademarks, copyrights, content, information, business methods, graphic representations, designs and documentation posted on this website as well as the "look and feel" of this website (collectively, "the intellectual property") is the property of LiveImpact Service and its licensors. The posting of intellectual property does not constitute a waiver, transfer or license of the proprietary rights to you or to any third party.

You agree to hold any Confidential Information (as defined below) you obtain as a result of using this site in confidence and, unless required by law, not to make the Confidential Information available to any third party or to use the Confidential Information for any purpose other than the non-profit (NGO) activities for which you were given access to the Confidential Information. You agree to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by your agents in violation of the terms of this Agreement. For purposes of this Agreement, "Confidential Information" means any and all information, functionality and look and feel of the LiveImpact Service and its content, including but not limited to, customer lists and other user information, admin functionality of LiveImpact Service, look and feel of all adminsitrative functionality, and product development and marketing plans. You agree that aspects of this site, including the specific design and structure of individual programs, constitute trade secrets and/or copyrighted material of LiveImpact Service and its licensors. You shall not disclose, provide, or otherwise make available such trade secrets or copyrighted material in any form to any third party without the prior written consent of LiveImpact Service and its licensors. You shall implement reasonable security measures to protect such trade secrets and copyrighted material. Title to this site and all its content shall remain solely with LiveImpact Service and its licensors. Recipient acknowledges that the remedy at law for any breach of the foregoing provisions of this paragraph shall be inadequate and that Company shall be entitled to seek injunctive relief against any such breach or threatened breach, without posting any bond, in addition to any other remedy available to it.

Recipient will not reverse engineer or directly or inderectly use the Confidential Information for any purpose whatsoever.

Changes to the Services and Service Levels

Changes LiveImpact Services intends to periodically update, improve and/or discontinue certain functionality associated with the Services and Your user experience. As a result, the Services may be substantially modified. LiveImpact reserves the right at any time to change and/or discontinue any or all of the Services (including the underlying platforms and application programming interfaces ("APIs") and/or application binary interfaces ("ABIs") which may inhibit Your ability to use existing applications. LiveImpact Services will use reasonable efforts to provide notice of material changes to the Services on the applicable Services website.

Service Levels The Services are generally provided through internet connectivity and third party vendors that LiveImpact does not control and may be subject to delays, outages or other problems; LiveImpact is not responsible for any such delays or outages. More broadly, LiveImpact makes no service level-related representations, warranties, or covenants regarding Service uptime, connectivity, hosting conditions, load balancing, security, monitoring, backup, archiving, recovery, release management, change control, maintenance, availability, and the like, and will offer no Services credits for service levels You deem inadequate.

Fees and Payment

Fees LiveImpact Services are subject to monthly usage Fees. Fees for the Paid Services (the "Fees") are due upon LiveImpact's acceptance of an order and, for renewal of the Services, at the start of the renewal term. You agree to pay LiveImpact any applicable subscription service Fees to receive the Paid Service ("Subscription Service Fees") for all usage by You or Your Users during the calendar month period. The Subscription Service Fees are charged upfront on a calendar month or annual basis at the beginning of the term in which Services are to be provided. The Paid Services will automatically renew until terminated as specified in this Agreement. Any renewal of the Subscription Service Fees will be at the same price for the applicable term. LiveImpact reserves the right to modify any Fees for any subsequent term by providing You with thirty (30) days prior notice. All Fees are nonrefundable. You may be charged interest at the rate of 3.5% per month (or the highest rate permitted by law, if less) on all late payments.

Taxes All Fees are exclusive of Taxes. You will pay LiveImpact Services an amount equal to any Taxes arising from or relating to this Agreement which are paid by or are payable by LiveImpact Services. "Taxes" means any form of sales, use, value added or other form of taxation and any fines, penalties, surcharges or interest, but excluding any taxes based solely on the net income of LiveImpact Services. If You are required to withhold or deduct any portion of the payments due to LiveImpact Services, You will increase the sum payable to LiveImpact Services by the amount necessary so that LiveImpact Services receives an amount equal to the sum it would have received had You made no withholdings or deductions.

Proprietary Rights in Content on LiveImpact Services

LiveImpact service does not claim any ownership rights in the text, images, photos, video, sounds, files, works of authorship, or any other materials (collectively, "Content") that you post on or through the LiveImpact Services. By displaying or posting any Content on or through the LiveImpact Services, you hereby grant to organization a non-exclusive, fully paid and royalty-free, worldwide, limited license to use, modify, delete from, add to, publicly perform, publicly display, reproduce and translate such Content in or through the LiveImpact Services to you and to those other users with whom you choose to share such Content. You acknowledge that in the event that you choose to share your Content with third parties from the LiveImpact Services to any third party services (for example, Facebook or Twitter), that your use of and rights with respect to the Content shall be subject to the privacy policies and terms of such third party services.

You represent and warrant that: (i) you own the Content posted by you on or through the LiveImpact Services or otherwise have the right to grant the license set forth in this section, (ii) the posting and use of your Content on or through the LiveImpact Services does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights or any other rights of any person, and (iii) the posting of your Content in the LiveImpact Services does not result in a breach of contract between you and a third party. You agree to pay for all royalties, fees, and any other monies owing any person by reason of Content you post on or through the LiveImpact Services.

The LiveImpact Services contain Content of organization ("LiveImpact Content"). LiveImpact Content is protected by copyright, trademark, patent, trade secret and other laws, and organization owns and retains all rights in the LiveImpact Content and the LiveImpact Services. LiveImpact hereby grants you a limited, revocable, nonsublicensable license to reproduce and display the LiveImpact Content (excluding any software code) solely for your personal use in connection with using the LiveImpact Services.

The LiveImpact Services contain Content of Users and other LiveImpact licensors. Except as provided within this Agreement, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any Content appearing on or through the LiveImpact Services.

LiveImpact Service performs technical functions necessary to offer the LiveImpact Services, including but not limited to transcoding and/or reformatting Content to allow its use throughout the LiveImpact Services.

Also, although an organization will normally only delete Content that violates this Agreement, organization reserves the right to delete any Content for any reason, without prior notice. Deleted content may be stored by organization in order to comply with certain legal obligations and is not retrievable without a valid court order. Consequently, organization encourages you to maintain your own backup of your Content. In other words, LiveImpact Services are not a backup service. organization will not be liable to you for any modification, suspension, or discontinuation of the LiveImpact Services, or the loss of any Content.

Last updated 2014-02-28