Terms and Conditions

By purchasing LiveSiteManager, the individual or the organization identified as the Subscribing Organization in the subscription process will be assigned a LiveSiteManager account, and its Authorized Members who have each completed the Member registration form ("Members") will have access to the LiveOffice intranet applications and web hosting, and other services as described in these Terms and Conditions. LiveOffice, Inc. provides services to the Subscribing Organization and its Members expressly subject to the following Terms and Conditions, which we may update at any time with or without notice. The Subscribing Organization and its Members can review the current version at http://www.livesitemanager.com.

THESE TERMS GIVE THE SUBSCRIBING ORGANIZATION, ITS MEMBERS AND LIVEOFFICE, INC. CERTAIN RIGHTS AND RESPONSIBILITIES. IN THE EVENT OF ANY CHANGE TO THESE TERMS, THE SUBSCRIBING ORGANIZATION'S OR MEMBER'S FAILURE TO PROMPTLY DISCONTINUE USE OF THE LIVESITEMANAGER WILL BE DEEMED TO INDICATE ITS ACCEPTANCE OF THESE TERMS AND AGREEMENT TO BE BOUND BY SUCH CHANGES. BY COMPLETING THE SUBSCRIPTION PROCESS OR FORM AND CLICKING THE "I ACCEPT" CHECKBOX, THE SUBSCRIBING ORGANIZATION AND ITS MEMBERS AGREE TO:

(A) MAKE THE REPRESENTATIONS IN SECTION 17,

(B) ACCEPT AND AGREE TO BE BOUND BY THESE TERMS AND ANY SUCH CHANGED PROVISIONS, WITHOUT LIMITATION OR QUALIFICATION,

(C) AGREE TO REGULARLY REVIEW THESE TERMS TO ENSURE THAT THEY ARE INFORMED OF ALL SUCH MODIFICATIONS AND ADHERE TO THEM, AND

(D) AGREE THAT IT IS THEIR SOLE RESPONSIBILITY TO ENSURE THAT THE E-MAIL ADDRESSES FOR ACCOUNT ADMINISTRATOR(S) ON THEIR LIVESITEMANAGER ACCOUNT ARE LEGITIMATE AND CORRECT, TO PROMPTLY UPDATE ALL SUCH E-MAIL ADDRESSES, AND TO CHECK MESSAGES TO SUCH ADDRESSES FREQUENTLY IN ORDER TO REVIEW ANY NOTICES RECEIVED FROM LIVEOFFICE, INC.

1. DESCRIPTION OF SERVICES; STATEMENT OF INTENDED USE
LiveOffice, Inc. will provide each Subscribing Organization a LiveSiteManager account and access to the LiveOffice intranet applications, and to any optional fee-based premium services and our other services available from time to time (collectively, the "Services"). The Services, all information, products and services contained or described in the Services, may be accessed and used by the Subscribing Organization solely for purposes of establishing and maintaining an intranet for internal use. LiveOffice, Inc. may at any time Terminate the Services or any feature, or the Subscribing Organization's or it's Members' access as provided in Sections 4 and 5 hereof. All changes to the Services will be subject to these Terms.

2. REGISTRATION; ACCOUNT ADMINISTRATOR(S)
To establish an LiveSiteManager and LiveOffice account, the Subscribing Organization must complete the LiveSiteManager subscription process. To become a Member, an individual must be specifically be identified by the Subscribing Organization, obtain its specific permission to access the same, and complete the Member registration form. The Subscribing Organization and its Members must provide accurate and complete information during the LiveSiteManager subscription process and promptly update the Subscription Information so that it is always accurate and complete. The person who completes the LiveSiteManager subscription will be considered the administrator for the LiveSiteManager and LiveOffice account, and exercises certain options to initially determine the level of privacy and security for these accounts. For example, s/he will determine which Members of the Subscribing Organization will have access to these accounts and their Services and the level of privileges that each Member will possess. The Administrator may designate other Members as additional and/or successor Administrators, and is responsible for confirming that such person(s) accept such responsibility. Upon a change or addition of Administrators, each person(s) involved will be deemed to agree to the obligations of an Administrator hereunder. All notices from LiveOffice, Inc. to the Subscribing Organization will be given to the current Administrator(s) at the e-mail address(es) given during the subscription and/or Administrator addition processes. All notices and information sent by LiveOffice, Inc. to other Members will be sent to their individual email addresses.

3. REGISTRATION CODE; PASSWORD; SECURITY
Upon subscribing, the Subscribing Organization will be given a default username and password. It is the responsibility of the Subscribing Organization to change the default username and password and maintaining the confidentiality of each. The Subscribing Organization will notify LiveOffice, Inc. immediately of any known or suspected unauthorized use, activities or disclosure of their username and password, or any other breach of security. LiveOffice, Inc. will not be liable for any failure by the Subscribing Organization or its Members to comply with this Section 3 or any other provision of these Terms.

4. TERMINATION
LiveOffice, Inc., in its sole discretion, may terminate, cancel, suspend, limit, discontinue, and/or deactivate (temporarily or permanently) all or any part of the Services, registration code, any username, password, any part or all of LiveSiteManager, and/or the Subscribing Organization's and/or its Members' access to and use of any part or all of their personally identifiable information (collectively, "Personal Information"), Registration Information, account Information, the Services and/or the LiveSiteManager, and/or their rights under these Terms (all of the foregoing rights and actions to "Terminate" or a "Termination"), all at any time, with or without cause and for any reason, including without limitation if (a) LiveOffice, Inc. believes that the Subscribing Organization or a Member has violated or is threatening to violate these Terms or other policy of LiveOffice, Inc., its Third Party Providers or applicable law, has misused or is threatening to misuse the Services, or has conducted or is threatening to conduct any fraudulent, abusive, or illegal activity, (b) LiveOffice, Inc. believes that the Subscribing Organization or any of its Members has accessed or is attempting to access any part of the Services or Content without authorization, or LiveSiteManager, or Registration, account or Personal Information of any other Subscribing Organization, (c) the Subscribing Organization assigns its rights to the Services, (d) LiveOffice, Inc. discontinues the Services or any part thereof for any reason, or (e) LiveSiteManager is not accessed or used as described in Section 5 of these Terms.

A Termination described in Section 4(e) hereof will be made as provided in Section 5 hereof . A Termination described in Section 4(a), (b), (c), or (d) may be made with or without notice and will be effective immediately. In the event of Termination, LiveOffice, Inc. may remove and/or permanently delete from its servers all of the Subscribing Organization's and its Members' Account Information, Registration Information and Personal Information and all backup copies, provided that LiveOffice, Inc. will first give notice of its intent to do so. LiveOffice, Inc. will provide the Subscribing Organization a period of not more than 30 days to download and/or remove all the Account Information. This will be LiveOffice, Inc.'s sole obligation following any Termination described in this Section 4(a), (b), (c), or (d). At the expiration of such period, LiveOffice, Inc. may (but will not be required to) remove from its servers and/or permanently delete all such Information and/or all backup copies thereof, without further notice and without any liability of LiveOffice, Inc. to the Subscribing Organization, its Members or any third party. Notwithstanding anything in these Terms to the contrary, if LiveOffice, Inc. reasonably believes that the Subscribing Organization or any of its Members has violated or is threatening to violate applicable law or the provisions of Section 4(b) or has conducted or is threatening to conduct any fraudulent, abusive, or illegal activity, LiveOffice, Inc. may, without any notice, refer the Subscribing Organization and/or its Members to appropriate law enforcement agencies, refuse to permit the Account Information to be downloaded and/or removed, and/or immediately remove and/or permanently delete the Account Information, Registration Information and/or Personal Information as otherwise provided herein. If a Subscribing Organization or its Members are the subject of a Termination described in this Section 4, they may not re-register for or continue to use the Services in any manner or for any reason. If the Subscribing Organization wishes to terminate its LiveSiteManager Account and use of the Services, its only recourse is to discontinue the use of the same. For information on this procedure, see our Privacy Statement at http://www.liveoffice.com. The provisions of Sections 13 and 14 will survive any Termination under Section 4 or 5 and any discontinuance.

5. FAILURE TO USE LIVESITEMANAGER
If none of the Subscribing Organization or its Members access LiveSiteManager for a period of at least 45 days, LiveOffice, Inc. reserves the right to Terminate. If LiveOffice, Inc. elects to Terminate, it will give notice which will indicate that if the account continues to be dormant for an additional period of at least 30 days (this additional period is the "Dormancy Period"), LiveOffice, Inc. will have the right to Terminate. If none of the Subscribing Organization or its Members access LiveSiteManager during the first 15 days of the Dormancy Period, then LiveOffice, Inc. will give the Site Administrator(s) a final notice. This notice will provide a period of 15 days in which the Subscribing Organization may re-activate its LiveSiteManager Account by accessing the same or may download and/or remove all the Site Information. This will be LiveOffice, Inc.'s sole obligation for any Termination described in this Section 5.

IF THE SUBSCRIBING ORGANIZATION DOES NOT REACTIVATE ITS LIVESITEMANAGER ACCOUNT AND WHETHER OR NOT IT HAS DOWNLOADED AND/OR REMOVED ITS SITE INFORMATION, AT ANY TIME AFTER THE EXPIRATION OF THE DORMANCY PERIOD LIVEOFFICE, INC. MAY TERMINATE, EFFECTIVE IMMEDIATELY AND WITHOUT ANY FURTHER NOTICE. IN SUCH CASE, IT MAY (BUT WILL NOT BE REQUIRED TO) REMOVE FROM ITS SERVERS AND/OR PERMANENTLY DELETE ALL SITE INFORMATION, REGISTRATION INFORMATION AND/OR PERSONAL INFORMATION OF THE SUBSCRIBING ORGANIZATION AND ITS MEMBERS AND/OR ALL BACKUP COPIES THEREOF, WITHOUT ANY LIABILITY OF LIVEOFFICE, INC. TO THE SUBSCRIBING ORGANIZATION, ITS MEMBERS OR ANY THIRD PARTY.

6. ACCESS TO SERVICES; SUPPORT; THIRD PARTY PROVIDERS; RIGHTS
LiveOffice, Inc. will provide the means for using LiveSiteManager. We will make commercially reasonable efforts to ensure that the quality of the service we provide is of at least prevailing industry standards, and that access to the LiveSiteManager is available on a 24 x 7 basis. However, although LiveOffice, Inc. will use all reasonable efforts in good faith to avoid interruption of the Service, the Subscribing Organization acknowledges and agrees that access to the Services, LiveSiteManager and LiveSiteManager Information may be unavailable from time to time for any reason, including without limitation, interruption of major network connectivity, network and server outages, and backup and regular maintenance by LiveOffice, Inc. and any operators of our servers.

We offer free and fee-based support alternatives. These include free online help, free email support for all Members of a Subscribing Organization, and a telephone support hotline for a per-incident fee.

To use the Services, the Subscribing Organization and its Members must obtain and pay any fees for access to the World Wide Web and provide all equipment necessary to make such connection, including a computer and modem or other access device. The Subscribing Organization and its Members may access the Services and the Site only by means of the interface provided by LiveOffice, Inc. Although the Services and LiveSiteManager website are generally accessible worldwide, access may not be available to all persons or in all locations. LiveOffice, Inc. reserves the right to limit access to the LiveSiteManager website or the Services by any Subscribing Organization, Member, or person, or from any location.

The Services contain links to other World Wide Web sites of LiveOffice, Inc.'s partners, affiliates, sponsors, advertisers, and providers of content or services to LiveOffice, Inc. in delivering the Services or to its Subscribing Organizations as part of the Services (collectively, "Third Party Providers") and to other resources and sites (all such sites collectively, "Linked Sites"). Such links are provided for the convenience of the Subscribing Organization and its Members only, and are not reviewed, monitored or controlled by LiveOffice, Inc. LiveOffice, Inc. does not endorse, is not responsible for and makes no representation or warranty concerning the reliability or availability of these Linked Sites or the accuracy, reliability, completeness or authenticity of their contents, advertising or products, and is not responsible for webcasting or any transmission received from any Linked Site. Use of Linked Sites is subject to the privacy policies, terms of service and other conditions applicable to such Sites. All linking to Linked Sites is at the sole risk of the Subscribing Organization and its Members. Any concerns regarding any Linked Site or its content, products or services should be directed to the administrator or webmaster of such Linked Site.

All materials published by LiveOffice, Inc. and its Third Party Providers, including but not limited to text, graphics, names, logos, service marks and trademarks, and information contained on any Linked Sites (collectively, the "Content") are the property of or controlled by LiveOffice, Inc. or the party credited as the provider of the Content. The Subscribing Organization and its Members will respect all proprietary rights of LiveOffice, Inc. and its Third Party Providers in and to the Content, Site Name, Services, and Site, any products or other services obtained therefrom.

7. STORAGE LIMITATIONS
Free storage space for the Subscribing Organization is currently limited to 26MB, and it may be impossible to store some data or LiveSiteManager Information due to space constraints. The Subscribing Organization agrees that LiveOffice, Inc. is not responsible or liable for any insufficient storage capacity or the deletion or failure to store data or information.

8. PRIVACY
LiveOffice, Inc. respects the privacy of its Subscribing Organizations and Members. Please read our Privacy Statement at http://www.liveoffice.com which forms part of these Terms.

9. SUBSCRIBING ORGANIZATION'S AND MEMBERS' RESPONSIBILITIES
All Site Information, Subscription Information, Personal Information and other information stored, publicly posted or privately transmitted through the Services by the Subscribing Organization or its Members, the confidentiality and privacy of all of the same, and all uses of the Services and LiveSiteManager by the Subscribing Organization and its Members are their sole responsibility. Without limitation, the Subscribing Organization and its Site Administrator(s) are responsible for monitoring the contents, use of and access to LiveSiteManager and all such Information, and use of and access thereto by Members who are minors.

Without limitation, the Subscribing Organization agrees that it and its Members will use the Services and LiveSiteManager only in accordance with these Terms, and will not use them to:

a. upload, store, post, link to, email or otherwise transmit, distribute, publish or disseminate any Information, Content or other information (i) that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, objectionable or libelous, or promotes such activity; (ii) that (or the transmission, distribution, publication or dissemination of which) infringes any patent, trademark, trade secret, copyright, or other rights or proprietary rights of any party, violates any contractual or fiduciary relationships (such as inside, proprietary or confidential information); (iii) that is harmful to minors; or (iv) that contains software viruses, trojan horses, worms, time bombs, cancelbots or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecom-munications equipment or circumvent any "copy-protect" devices, any other harmful or disruptive program, or any warez, cracks, hacks, associated utilities or other piracy related information;

b. provide inaccurate, incomplete, outdated or misleading Subscription Information or e-mail addresses, create a false identity or manipulate identifiers to mislead or to disguise the origin of any information stored on LiveSiteManager or transmitted through the Services, or impersonate or otherwise misrepresent any affiliation with any person or entity;

c. modify, use, download, publish, upload, post, transmit, transfer, sell, reproduce, create new or derivative works from, license, distribute, perform, display, broadcast, exploit or otherwise copy any portion of the Services, or any Content, or any products or other services (including software) obtained therefrom, or permit access to the same by any unauthorized person or entity;

d. interfere with or disrupt any advertising, "banner ads", links or click-through URLs provided through LiveSiteManager, the Services, or servers or networks connected to LiveSiteManager or the Services, or violate the regulations, policies or procedures of such servers or networks, or interfere with another Subscribing Organization's or Member's use and enjoyment of the Services;

e. attempt to gain unauthorized access to the Services, Content, other Sites, Registration Information, Site Information or Personal Information, or other computer systems, servers or networks connected to LiveSiteManager or the Services; or

f. violate (intentionally or unintentionally ) any applicable local, state, national or international law or regulation, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any securities exchange of any jurisdiction, laws regarding the transmission through the Services of technical data or software exported from the United States and/or the country(ies) in which the Subscribing Organizations and/or its Members reside, and laws and regulations regarding online conduct and acceptable content of the Subscribing Organization's and its Members' transmissions.

LiveOffice, Inc. does not monitor any information transmitted through LiveSiteManager, or use thereof except to the limited extent permitted in these Terms or the Privacy Statement http://www.liveoffice.com, but we have the right (but not the obligation) to delete, move or edit and to require the Subscribing Organization to delete, move or edit any Subscription, LiveSiteManager or Personal Information that violates the same. The Subscribing Organization must evaluate and bear all risks associated with use of any Account Information and any other information or products obtained from using LiveSiteManager and its Services, including any reliance on the accuracy, completeness or usefulness thereof.

10. ANTI-SPAM POLICY
LiveOffice, Inc. does not condone or allow spam. The Subscribing Organization and its Members may not use LiveSiteManager or its Services, Content, LiveOffice, Inc. name or servers, to email or otherwise transmit, distribute, publish or disseminate any unsolicited advertising, survey, promotional materials, "junk email," "spam, " "chain letters," "pyramid schemes," or any other form of solicitation or duplicative or unsolicited messages (commercial or otherwise) with respect to the Sites, Site Information or any other business, product or service, and may not use the Site Name as the return address on any unsolicited communication.

We encourage Subscribing Organization and its Members to help us enforce this policy. To report a violation, contact us at info@livesitemanager.com. As provided in the Privacy Policy at http://www.liveoffice.com, Inc., LiveOffice, Inc. will cooperate with legal authorities in releasing information about Subscribing Organizations and Members who violate this Anti-Spam Policy.

11. BACKUP
LiveOffice, Inc. regularly backs up Site Information stored on the Site, and stores the same for a limited time. Subject to the limitations set forth in Sections 4 and 5 hereof, upon the Subscribing Organization's request and payment of the then-current fee, we will make reasonable efforts to restore LiveSiteManager Information. LiveOffice, Inc. will have no liability for any failure to back up or restore such LiveSiteManager Information, or for interruptions, delay or suspension of access to or inavailability of LiveSiteManager, Subscriptionor Personal Information, or any loss of such Information, data or transmissions.

12. WARRANTY INFORMATION AND DISCLAIMERS
THE SERVICES, CONTENT, LIVESITEMANAGER, THIS WEBSITE, LINKED SITES, SERVERS, STORAGE FACILITIES, AND ALL INFORMATION, SERVICE AND PRODUCTS ADVERTISED, PURCHASED, OBTAINED OR ACCESSED THROUGH THEM OR ANY THIRD PARTY PROVIDER (COLLECTIVELY, THE "MATERIALS") ARE PROVIDED "" AND "AS AVAILABLE" AND WITHOUT REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, LIVEOFFICE, INC. EXPRESSLY DISCLAIMS ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES, INCLUDING, BUT NOT LIMITED TO (A) WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS, (B) ANY WARRANTIES THAT THE MATERIALS WILL MEET THE SUBSCRIBING ORGANIZATION'S OR ITS MEMBERS' REQUIREMENTS OR EXPECTATIONS, OR WILL BE RELIABLE, TIMELY, QUICK, CONSISTENT, SECURE, COMPLETE OR FREE OF ERRORS, INACCURACIES, INTERRUPTIONS, VIRUSES OR OTHER HARMFUL COMPONENTS, OR (C) ANY WARRANTIES CONCERNING THE USE OR THE RESULTS OF USE OF ANY OF THE MATERIALS.

THE SUBSCRIBING ORGANIZATION ASSUMES TOTAL RESPONSIBILITY AND RISK FOR ITS AND ITS MEMBERS' USE OF THE MATERIALS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL LIVEOFFICE, INC. BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLES) ARISING OUT OF OR IN ANY WAY CONNECTED WITH (A) PERFORMANCE, USE, INABILITY TO USE, MISUSE OR PROVISION OF THE MATERIALS, OR ANY FAILURE, DELAY, INTERRUPTION, SUSPENSION, CHANGES OR TERMINATION THEREOF, OR THE COST OF PROCURING SUBSTITUTES THEREFOR, (B) ANY ACTION TAKEN IN RESPONSE TO OR AS A RESULT OF ANY CONTENT OR INFORMATION IN THE MATERIALS, (C) FAILURE TO BACKUP OR STORE, LOSS OF ACCESS, DELETION OR UNAUTHORIZED ACCESS TO OR ALTERATION OR USE OF THE MATERIALS OR THE SUBSCRIBING ORGANIZATION'S OR MEMBERS' TRANSMISSIONS, DATA, OR PERSONAL, SUBSCRIPTION OR ACCOUNTINFORMATION, (D) ANY LOSS OR INTERRUPTION OF DATA, TRANSMISSIONS OR PERSONAL, REGISTRATION OR ACCOUNT INFORMATION RESULTING FROM NETWORK, SERVER OR SYSTEM OUTAGES, FILE CORRUPTION OR ANY OTHER REASON, (E) ANY INFRINGEMENT OF RIGHTS (INCLUDING, WITHOUT LIMITATION, INTELLECTUAL PROPERTY RIGHTS), (F) STATEMENTS OR CONDUCT OF ANY PARTY USING THE MATERIALS, OR (G) ORDER FULFILLMENT, CUSTOMER SERVICE, BILLING OR ACCOUNT COLLECTION BY A THIRD PARTY PROVIDER, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF LiveOffice, Inc. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE SUBSCRIBING ORGANIZATION'S AND ITS MEMBERS' SOLE REMEDY IS TO DISCONTINUE USE OF THIS WEBSITE, THE SITE AND THE SERVICES. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, CONDITIONS AND/OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO THE SUBSCRIBING ORGANZIATION AND/OR ITS MEMBERS.

13. INDEMNITY
The Subscribing Organization and its Members agree to indemnify and hold LiveOffice, Inc., its parents, subsidiaries, affiliates, officers, employees, sponsors and partners harmless from any claim, loss, cost, expense, demand, or damage, including reasonable attorneys' fees, arising directly or indirectly out of (a) the Subscribing Organization's or its Members' use of or connection to the Services, this Website, LiveSiteManager, or the Materials, (b) Site Information or other information transmitted or stored by the Subscribing Organization or its Members through or on the Site or the Services, (c) activities in connection therewith, or (d) the Subscribing Organization's or its Members' breach of this Agreement or violation of the rights of any other party.

14. PROPRIETARY RIGHTS
The Services, this Website, and all Content, and all trademarks described in Section 19 hereof, including but not limited to all material distributed or presented to the Subscribing Organization or its Members through the Services by LiveOffice, Inc. or its Third Party Providers or on the Linked Sites, and all rights and intellectual property rights therein, are the sole property of LiveOffice, Inc., or its Third Party Providers, and are protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Any comments, suggestions or ideas or other information submitted to LiveOffice, Inc. through this Website, in writing, by e-mail or otherwise to LiveOffice, Inc. will be the property of LiveOffice, Inc. and LiveOffice, Inc. will have all rights therein without any obligation to compensate the Subscribing Organization or its Members. All Site Information will remain the sole property of the Subscribing Organization, its Members or any party with rights therein. Any rights not expressly granted herein are reserved.

15. MISCELLANEOUS
The Subscribing Organization agrees that no joint venture, partnership, employment, or agency relationship exists between the Subscribing Organization or its Members and LiveOffice, Inc. as a result of these Terms or use of or access to the Services, Content or LiveSiteManager. These Terms and the relationship among the Subscribing Organization, its Members and LiveOffice, Inc. are governed by and construed in accordance with the laws of Commonwealth of Massachusetts and the United States of America without regard to conflict of law provisions. The Subscribing Organization and its Members hereby consent to the personal and exclusive jurisdiction and venue of the state and federal courts located in Suffolk County, Massachusetts, U.S.A. in all disputes arising hereunder or out of or relating to the use of or access to the Services, Content or Site, and waive any jurisdictional, venue or inconvenient forum objections to such courts. Use of or access to the Services, Content and LiveSiteManager is not authorized in any jurisdiction that does not give effect to all provisions of these Terms. If any part of these Terms is determined by a court to be invalid, unenforceable or contrary to applicable law, then such provision will be deemed replaced by a valid, enforceable provision that most closely matches the intent of the original provision and the other provisions of these Terms will remain in force and effect.

These Terms incorporate by reference all notices and policies contained on this Website, and cons-titute the entire agreement between the Subscribing Organization, its Members and LiveOffice, Inc. with respect to this Website, the Services, Content and LiveSiteManager, and supersede all prior or contemporaneous communications, whether electronic, oral or written, between the Subscribing Organization, its Members and LiveOffice, Inc. with respect to this Website, the Services, Content and LiveSiteManager. Any failure of LiveOffice, Inc. to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. The Subscribing Organization and LiveOffice, Inc. agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to these Terms or the Services, Content or LiveSiteManager must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.

16. REPRESENTATIONS OF SUBSCRIBING ORGANIZATION
By registering and accepting these Terms, the initial Site Administrator on behalf of the Subscribing Organization and all its Members, and each Member on its individual behalf, hereby represents and warrants to LiveOffice, Inc. that: a. s/he is the duly authorized Site Administrator or Member of the Subscribing Organization and has the authority and legal capacity to register and accept these Terms on behalf of the Subscribing Organization and to bind the Subscribing Organization thereto, and/or to register and accept the same on his/her own behalf and to be bound thereby; b. all Members are at least 18 years of age, or are at least thirteen (13) years of age and have parental permission to use and access the Services; c. (i) the Subscribing Organization and its Members are eligible to establish a LiveSiteManager Account and to become Members, (ii) the Subscribing Organization and its Members accept and agree to be bound by these Terms, and the Subscribing Organization will take all steps necessary to ensure that its Members so accept and are bound by the same, without limitation or qualification, and (iii) the Subscribing Organization and Members will regularly review these Terms, and in the event of any change, the Subscribing Organization's or Member's failure to promptly discontinue use of the Services and LiveSiteManager as provided in Section 4 hereof will be deemed to indicate the agreement of the Subscribing Organization, on its own behalf and on behalf of its Members, and of its Members to accept and be bound by such changes.

17. NOTICES AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT
Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to Matt Smith, LiveOffice, Inc., 23133 Hawthorne Blvd., Suite 200, Torrance, CA 90505; (800) 251-3863; email: matts@advisorsquare.com

18. COPYRIGHT AND TRADEMARK INFORMATION
All trademarks, service marks and logos used in this Website are the property of their respective owners. All contents of this Website are the property of LiveOffice, Inc., and/or its suppliers.

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