D.General Restrictions on Use

When using one or more of the DSM Apps, you agree not to revise or alter Content posted by others, and you agree not to post or use any Content in any manner that (i) infringes the copyright, trademark, trade secret, or other intellectual property or proprietary right of others; (ii) violates the privacy, publicity, or other rights of third parties; (iii) is discriminatory, defamatory, obscene, threatening, abusive, or hateful, as determined by VT in its sole discretion; (iv) is false or inaccurate; (v) violates any law, civil or criminal, (vi) violates our policies, including posting content in an inappropriate category or areas on one or more the DSM Apps.

You also agree that you will not:

(a)   modify or create any derivative product based on one or more of the DSM Apps or the Services. You may not decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any component of one or more of the DSM Apps or the Services is compiled or interpreted, and nothing in these Terms should be interpreted as granting you any right to obtain or use source code.

(b)   copy,replicate, transcribe or reproduce the ‘look and feel’ of any one of the DSM Apps, including its features and functionalities;

(c)   copy, modify or distribute rights or content (that it is not yours) from one or more of the DSM Apps, Services or Tools or that infringes our (or our Users’) copyrights and trademarks, including creating derivative works;

(d)   harvest, mine, or otherwise collect and store information about other users of the DSM Apps or Services, including contact information, without their consent;

(e)  use the DSM Apps or the Services for illegal purposes or for promotion of dangerous activities;

(f)    allow usage by others in such a way as to violate these Terms;

(g)   forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted or received; or

(h)   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).

(i)     use any high volume , automated, or electronic means to access the DSM App or the DSM Services (including, without limitation, robots, offline readers, spiders or scripts); or

(j)     frame the DSM Apps place pop-up windows over its pages, or otherwise affect the display of its pages

Please be aware that it is a federal crime and a violation of 18 U.S.C. § 1030 (The Computer Fraud and Abuse Act) to intentionally access a computer without authorization and to knowingly cause damages.

You agree not to use the DSM Apps or the Services to:

a)     violate any local, state, national or international law, including, but not limited to intellectual property laws, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any other regulations having the force of law;

b)    stalk, harass or harm another individual;

c)     impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity, including but not limited to, AM, or its respective staff members, employees, leaders, forum leaders, or hosts;

d)    provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to Section 219 of the Immigration and Nationality Act;

e)     interfere with or disrupt the DSM Apps, the Services or servers or networks connected to either, or disobey any requirements, procedures, policies or regulations of networks connected to the DSM Apps or the Services;

f)     generate unsolicited email advertisements, chain letters, junk mail, spam or allow, enable, or otherwise support the transmission of mass unsolicited, commercial advertising or solicitations via e-mail (spam);

g)    attempt to gain unauthorized access to the DSM Apps or Services, other accounts, computer systems, or networks connected to the DSM Apps through hacking, password mining or any other means, or obtain or attempt to obtain any materials or information through any means not intentionally made available through the DSM Apps;

h)     upload, post, email, transmit, distribute or otherwise make available any material that contains viruses, computer code or any other technologies that may harm us or the interests, Content or property of Visitors or Users or limit the functionality of any software, hardware or other equipment; or

i)      circumvent, disable or otherwise interfere with security-related features of the DSM Apps or Services or features that prevent or restrict use or copying of any Content or enforce limitations on use of the DSM Apps or Services or the Content therein.

The rights granted to you by these Terms will remain in force only for so long as these Terms remain in effect. You may not resell or sublicense access to the Services to any third party.

E. Content

1.     As a Registered Demo User you may submit Content.All Content must meet the standards set by AM. You understand that AM does not guarantee any confidentiality with respect to any Content you submit. Your Content will be able to be viewed by other users of the Service and through third party services and websites. You should only provide Content that you are comfortable sharing with others under these Terms. All Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such Content. You shall be solely responsible for your own Content and the consequences of submitting and publishing your Content on the DSM Apps or using the Services. You affirm, represent, and warrant that you own or have the necessary licenses, rights, consents, and permissions to publish Content you submit, and you hereby grant a license to AM to use all patent, trademark, trade secret, copyright or other proprietary rights in and to such Content for publication on the DSM Apps or through the Services pursuant to these Terms.

2.     For clarity, you retain all of your ownership rights in your own Content. However, by submitting Content to AM, you hereby grant AM a worldwide, perpetual, non-exclusive, royalty-free, sublicenseable through multiple tiers and transferable license to use, copy, reproduce, process, adapt, modify, publish, transmit, distribute, prepare derivative works of, display, and perform the Content in connection with providing the DSM Apps or in connection with the Services and AM’s (and its successors' and affiliates') business, including without limitation for promoting and redistributing part or all of the Services (and derivative works thereof) in any media formats and through any media channels (now known or later developed). We may modify or adapt your Content in order to transmit, display or distribute it over computer networks and in various media and/or make changes to your Content as are necessary to conform and adapt that Content to any requirements or limitations of any networks, devices, services or media. You also hereby grant each user of one or more of the DSM Apps a non-exclusive license to access your Content, and to use, reproduce, distribute, display and perform such Content as permitted through the functionality of the DSM Apps and under these Terms. The above licenses granted by you in Content you submit to the DSM Apps will survive even if you remove or delete your Content from the DSM Apps. The above licenses granted by you in user comments you submit are perpetual and irrevocable.

3.     You further warrant that Content you submit to the DSM Apps or the Services will not contain third party copyrighted material, or material that is subject to other third party proprietary rights, unless you have rightful authorization to use it or you are otherwise legally entitled to post the material and to grant AM all of the license rights granted herein.

4.     AM does not endorse any Content submitted to the DSM Apps or the Services by any user or other licensor, or any opinion, recommendation, or advice expressed therein, and AM expressly disclaims any and all liability in connection with Content. AM does not permit copyright infringing activities and infringement of intellectual property rights on the DSM Apps, and AM will remove Content if properly notified that such Content infringes on another's intellectual property rights. AM reserves the right to remove Content without prior notice.

5.     Content is provided by AM to you AS IS. You may access Content for your information and personal use solely as intended through the provided functionality of the DSM Apps and the Services and as permitted under these Terms. You shall not download any Content unless you see a “download,” “stream” or similar button or link displayed by AM on the DSM Apps or the Services for that Content. You shall not copy, reproduce, distribute, transmit, broadcast, display, sell, license, or otherwise exploit any Content for any other purposes without the prior written consent of AM or the respective licensors of the Content. AM and its licensors reserve all rights not expressly granted in and to the DSM Apps, the Services and the Content.

6.     You understand that when using the DSM Apps and the Services, you will be exposed to Content from a variety of sources, and that AM is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Content.

7.     Nothing in these Terms shall be deemed to confer any rights or benefits to third parties.

F. Ownership of the DSM Apps

As between you and us, we and/or our vendors and suppliers, as applicable, retain all right, title and interest in and to the DSM Apps, the Services, the Content, and all tools, and all related intellectual property rights. Each of the DSM Apps, as a whole and individually, is copyrighted as a collective work and individual works or content appearing on or accessible through the DSM Apps owned by or licensed to AM or its content providers are likewise subject to copyright protection domestically and internationally.Likewise, all software, code, proprietary methods and systems used to provide the DSM Apps or the Services ("Our Technology") may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without our prior written permission and the prior written permission of our applicable licensors.You must abide by all copyright notices, information, or restrictions contained in or attached to any of Our Technology.Nothing in these Terms grants you any right to receive delivery of a copy of Our Technology or to obtain access to Our Technology except as generally and ordinarily permitted through the DSM Apps according to these Terms.Certain of the names, logos, distinctive features, source identifiers and other materials displayed on the DSM Apps or in the Services, including its “look and feel”, constitute trademarks, trade names, service marks, trade dress or logos ("Marks") of us or other entities. All Marks not owned by AM that appear on the DSM Apps are the property of their respective owners.You are not authorized to use any such Marks.Ownership of all such Marks and the goodwill associated therewith remains with us or those other entities. Unless you first obtain the copyright owner’s prior written consent, you may not copy, distribute, publicly perform, publicly display, digitally perform (in the case of sound recordings), or create derivative works from any copyrighted work made available or accessible via the DSM Apps or the Services.

G.Feedback; Diagnosis of Problems

Your Feedback is welcomed and encouraged. You agree, however, that (i) by submitting ideas to AM, you automatically forfeit your right to any intellectual property rights in those ideas; and (ii) ideas submitted to AM or any of its employees or representatives automatically become the property of AM. If we solicit your Feedback or opinion regarding any areas of our business, the DSM Apps or the Services, and if you want to send us your Feedback (and we hope you do) we simply request that you send it to us by emailing info@directsalesmobile.com or by using the Feedback option that may or may not be available in one or more of the DSM Apps. You agree that any Feedback you provide to AM shall be deemed to be non-confidential. AM shall be free to use such information on an unrestricted basis. You agree not to take any action that may undermine any Feedback or ratings systems that we establish as part of the DSM Apps or the Services. This includes not displaying, importing, exporting or using any Feedback information off of one or more of the DSM Apps, regardless of purpose.You hereby expressly permit AM or its authorized contractors and partners to access Your Account and Content in order investigate and diagnose actual or potential defects or other technical problems with the DSM Apps and/or Services.

H.Use of Third-Party Offerings

You may be able to access websites, content or services provided by third parties through links that are made available on the DSM Apps.Additionally, from time to time VT may refer you to one or more of our business partners who make available products or services through their respective websites or by other means (e.g., by mail or otherwise). We refer to all such other websites, content, services and products as “Third-Party Offerings.” For example, we may permit third parties with related services to link their products and services on one ore more of the DSM Apps, and those links may redirect you to the website(s) of the third parties.Unless we otherwise inform you on one of the the DSM Apps, your use of any such Third-Party Offerings is not required in order to access and/or use the DSM Apps, the Services or the Tools. If you elect to use such Third-Party Offerings, and/or if you elect to ‘click’ on a link or button, you understand that (a) you will be leaving the DSM App you are using and (b) your use of any such Third-Party Offering will be subject to any terms and conditions required by the applicable third party provider(s). You understand that we are not the provider of, and are not responsible for, any such Third-Party Offerings and that these Terms do not themselves grant you any rights to access, use, download content from or purchase any Third-Party Offerings. The fact that we link to a third party website or service is not an endorsement or representation of our affiliation with that third party, nor is it an endorsement of their privacy or information security policies, term of use, business practices or their compliance with laws. We do not exercise control over third party websites or services. We encourage you to read the privacy policies and terms of use of the other websites and services you use and the terms of the offers in which you participate. You agree that AM is not responsible for nor will it be liable to you or any third party for your interaction with such third parties.

III. TERMINATION

These Terms will become effective and binding when you download one or more of the DSM Apps or use one or more of the DSM Apps or the Services or when you voluntarily provide any information about yourself to us or when you indicate your agreement by checking any box on our website or following any instructions we place on any one of the DSM Apps (such as buttons labeled “I Agree”). You do not need to inform us if you wish to stop using the DSM Apps or the Services. We reserve the right to terminate these Terms and your access to one or more of the DSM Apps and the Services at any time without notice. Your rights under these Terms will automatically and immediately terminate if you fail to comply with your promises and obligations stated in these Terms. You understand and agree that upon termination of these Terms or your use of one or more of the DSM Apps and the Services, we retain the license rights granted to us upon any Content uploaded or provided through the DSM Apps. Notwithstanding the foregoing, it is our policy to permanently delete all information provided to us and stored in Your Account upon termination of the Free Demo.

Without limiting other remedies, we also reserve the right to limit or partially terminate or suspend the Services and Accounts, prohibit access to the DSM Apps and Content, the Services and the Tools, delay or remove any Content, take technical and legal steps to keep any Visitors or Users from using the DSM Apps if we think that they are creating problems or possible legal liabilities, infringing the intellectual property rights of third parties, or acting inconsistently with the letter or spirit of our policies.For example, AM will terminate a user's access to the DSM Apps and the Services if, under appropriate circumstances, the user is determined to be a repeat infringer.

AM reserves the right to decide whether Content violates these Terms for reasons other than copyright infringement, such as, but not limited to, obscenity or excessive length. AM may at any time, without prior notice and in its sole discretion, remove such Content and/or terminate Your Account for submitting such material in violation of these Terms.You hereby understand and agree that in addition to the above listed causes, AM reserves the right, at all times, to remove Content and/or terminate Accounts if we consider, at our sole discretion, such Content or Account to be immoral, unprofessional, dishonest, indecent, obscene, unethical, unprincipled, spurious, strange, outlandish or in violation of the standards of excellence and professionalism that we strive for in connection with the DSM Apps.

The provisions of Sections I, II.D, II.E, II.F, IIG, III, IV and V will survive the termination of these Terms.

IV. DISCLAIMERS, LIMITATIONS AND EXCLUSIONS OF LIABILITY

A.No Warranties

THE SERVICES, THE DSM APPS, THE TOOLS, AND ALL INFORMATION, CONTENT, MATERIALS AND SERVICES RELATED TO THE FOREGOING ARE PROVIDED 'AS IS.' TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, AM AND ITS AFFILIATES, PARNTERS AND CONTRACTORS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, NON INTERFERENCE, SYSTEM INTEGRATION AND ACCURACY OF DATA. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. AM AND ITS AFFILIATES, CONTRACTORS AND PARTNERS DO NOT WARRANT THAT YOUR USE OF THE DSM APPS AND/OR THE SERVICES WILL BE UNINTERRUPTED, ERROR -FREE OR VIRUS FREE. THE SUBMISSION OF ANY PERSONAL INFORMATION AND THE DOWNLOAD OR UPLOAD OF ANY CONTENT THROUGH THE SERVICES AND/OR THE DSM APPS IS DONE AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM OR LOSS OF DATA THAT MAY RESULT FROM THE DOWNLOAD OR UPLOAD OF ANY SUCH CONTENT OR FROM RELIANCE UPON SUCH CONTENT, AND YOU ARE ADVISED TO MAINTAIN OFFLINE BACKUP COPIES OF ALL CONTENT. AM IS NOT THE PROVIDER OF, AND MAKES NO WARRANTIES WITH RESPECT TO, ANY THIRD-PARTY OFFERINGS. AM DOES NOT GUARANTEE THE SECURITY OF ANY INFORMATION TRANSMITTED TO OR FROM THE DSM APPS; AND YOU AGREE TO ASSUME THE SECURITY RISK FOR ANY INFORMATION YOU PROVIDE USING THE DSM APPS OR THE SERVICES.

NO REPRESENTATION OR WARRANTY IS MADE THAT THE DSM APPS OR THE SERVICES PROVIDE COMPREHENSIVE OR ACCURATE INFORMATION. WE RESERVE THE RIGHT TO FILTER, MODIFY OR REMOVE CONTENT, MEDIA, INFORMATION OR ANY OTHER MATERIAL FROM THE DSM APPS OR THE SERVICES AND FROM THE OUTPUT OF THE DSM AS OR THE SERVICES.

Though we strive to enforce our Content related rules with all of our users, including Registered Demo Users, you may be exposed through the DSM Apps or the Services to Content that violates our policies or is otherwise offensive. You use the DSM Apps and the Services at your own risk. We may, but are not obligated to, terminate user accounts and/or remove Content from the DSM Apps and Services if we determine or suspect that those accounts or Content violate these Terms. We take no responsibility for your exposure to Content on the DSM Apps and Services whether it violates our content policies or not. You understand that the information and opinions in Content uploaded by third parties represent solely the thoughts of the author and are neither endorsed by us nor do they necessarily reflect our beliefs.

B.Limitation Of Liability

USE OF THE AM SERVICES, THE DSM APPS, TOOLS AND ANY CONTENT IS AT YOUR OWN RISK. IN NO EVENT WILL AM OR ITS AFFILIATES, CONTRACTORS AND PARTNERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES IN CONNECTION WITH THESE TERMS, WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE AND EVEN IF AM WAS ADVISED THAT SUCH DAMAGES WERE LIKELY OR POSSIBLE. IN NO EVENT WILL THE AGGREGATE LIABILITY OF AM TO YOU FOR ANY AND ALL CLAIMS ARISING IN CONNECTION WITH THESE TERMS EXCEED ONE HUNDRED U.S. DOLLARS (U.S.D. $100.00). YOU ACKNOWLEDGE THAT THIS LIMITATION OF LIABILITY IS AN ESSENTIAL TERM BETWEEN YOU AND AM RELATING TO THE PROVISION OF THE DSM APPS, THE SERVICES, AND ANY CONTENT TO YOU, AND AM WOULD NOT PROVIDE THE DSM APPS OR THE SERVICES TO YOU WITHOUT THIS LIMITATION. YOU AGREE THAT WE WILL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE DSM APPS OR THE SERVICES OR DELETION OF YOUR ACCOUNT OR CONTENT.

C.Indemnification

To the extent permitted by applicable law, you agree to defend, indemnify and hold harmless AM, its officers, directors, employees and agents, 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 use of and access to the DSM Apps, the Services, Content and/or the Tools; (ii) your violation of any term of these Terms; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that your Content caused damage to a third party. This defense and indemnification obligation will survive these Terms and your use of the DSM Apps, the Services, Content and/or the Tools.

V. MISCELLANEOUS MATTERS

A. Copyright

If you believe your copyright has been violated by Content or Third-Party Offerings accessible on one or more of the DSM Apps please contact us by email at info@directsalesmobile.com.

B.Assignment

These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by AM without restriction.

C. Abuse

Please report any problems, offensive content, policy violations and/or abuse to us at info@directsalesmobile.com.

D.Modifications to Terms

We may change these Terms from time to time. Any such changes will become effective when posted on our website or one or more of the DSM Apps or one of our websites referred to within the DSM Apps. If you object to any such changes, your sole recourse will be to cease using the DSM Apps and the Services. Continued use of the DSM Apps and/or the Services following posting of any such changes will indicate your acknowledgement of such changes and your agreement to be bound by the revised Terms, inclusive of such changes. In addition, certain features of the DSM Apps and the Services may be subject to additional terms of use. By using such features, or any part thereof, you agree to be bound by the additional terms of use applicable to such features. In the event that any of the additional terms of use governing such area conflict with these Terms, the additional terms will govern.

E.Modifications to Services.

We reserve the right to modify the DSM Apps and/or the Services at any time without notice. If you object to any changes to the DSM Apps or the Services, your sole recourse will be to cease using them. Continued use of the DSM Apps or the Services following posting of any such changes will indicate your acknowledgement of such changes and satisfaction with the Services as so modified. We also reserve the right to discontinue the DSM Apps and/or the Services at any time without notice. We will not be liable to you or any third party should we exercise our right to modify or discontinue the DSM Apps or the Services.

F.Disputes

These Terms will be subject to and construed in accordance with the laws of the State of Washington, United States of America excluding its rules regarding conflicts of law. You agree that any claim or dispute you may have against AM must be resolved exclusively by a state or federal court located in the State of North Carolina, except as otherwise agreed by the parties or as described in the Arbitration subsection below. You agree to submit to the personal jurisdiction of the courts located in Raleigh, North Carolina for the purpose of litigating all such claims or disputes.

For any claim (i) raised by a resident of a country other than the United States of America; or (ii) where the total amount of the award sought is less than ten thousand dollars ($10,000.00), you agree that VT may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. In the event VT elects arbitration, you hereby agree to move any claims to the exclusive jurisdiction of an arbitration procedure, which shall be initiated through an established alternative dispute resolution ("ADR") provider chosen by VT. The ADR provider and the parties must comply with the following rules: (a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Arbitration expressly excludes claims for injunctive or other equitable relief.

G.General Agreement

You agree to comply with all laws, rules and regulations that apply to your use of the DSM Apps, the Services, Content and the Tools.

If you are located outside the United States of America and/or are a national of another country and choose to provide information, upload Content to or register an Account with AM, you acknowledge and agree that the information is processed and transferred in the United States of America. Your submission of information represents your agreement to this. You acknowledge and accept that the laws regarding processing of personal information may be less stringent in the United States of America than the laws in your country. By using the DSM Apps, you acknowledge and accept that your information may be used in and be subject to the privacy laws of the United States of America.

These Terms, together with the Privacy Policy, any other separate terms referred to and incorporated herein by reference, and any other legal notices published by AM on one or more of the DSM Apps, shall constitute the entire agreement between you and AM concerning the DSM Apps and the Services. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and AM’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, you agree that the court should endeavor to give effect to the intentions reflected in the invalid provision, and the other provisions of these Terms shall remain in full force and effect. You agree that any claim or cause of action related to the DSm App, the Services, Content, the Tools, and/or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.