b. Passwords. All passwords established hereunder are deemed Confidential Information of FinanceXpert. Subscriber shall not permit any individual or entity that is not an authorized User to access the Site or use the Services and shall be responsible for any access or use of the Site or Services by Subscriber, its Users or any person or entity using a password provided by or obtained from the Subscriber, whether or not such access or use has been authorized by Subscriber and whether or not such person or entity is actually an employee or agent of Subscriber. In the event of a violation of the terms of this Agreement or its AUP, FinanceXpert shall have the right, in its sole discretion, to deactivate, change and/or delete the password of Subscriber and/or any of its Users.

c. Suspension of Access. FinanceXpert reserves the right to suspend or terminate authorizations, or to suspend or block access to all or any part of the Site or Services as provided in paragraph 10 hereof.

d. Service Availability. FinanceXpert shall use reasonable efforts to provide Services availability on a twenty-four hour per day, seven day a week, three hundred and sixty five day a year basis, excluding necessary maintenance (routine preventative maintenance shall be scheduled during off-peak hours), however, FinanceXpert does not guaranty availability of the Services since many factors beyond its control can affect Subscriber's access. During the course of any calendar month, for any cumulative time periods greater than fifteen hours during which the Services are not available for reasons other than (i) routine maintenance, (ii) a fault with any equipment or facilities not furnished by FinanceXpert, (iii) problems, or configuration or integration issues with Subscriber's own system or networking facilities, (iv) failure of communication or power services, or (v) otherwise attributable to events beyond FinanceXpert's reasonable control ("Down Time") that impacts Subscriber's usage and is promptly reported to FinanceXpert, FinanceXpert will credit Subscriber with a one month extension of the Service Period. This Down Time service credit shall be Subscriber's sole and exclusive remedy for any unavailability of the Services.

e. No Endorsement of Links. FinanceXpert does not endorse any sites on the Internet that are linked through the Site and provides these links, if any, to Subscriber only as a matter of convenience. In no event shall FinanceXpert be responsible for any content, products, or other materials on or available from such linked sites.

6. Ownership of Intellectual Property.

a. FinanceXpert's Property. All intellectual property rights in any "IP" (as defined below) relating to the Services, the Site or otherwise under this Agreement belong exclusively to and shall be retained by FinanceXpert and/or its licensors. As used herein, "IP" shall include but is not limited to the following: All applications, code (source and object code forms), software, functionality, improvements, customizations, reports, tools, products, content, URLs, domain names, technology, system or network architecture or topology, scripts, user interfaces, "look and feel", goodwill, trade secrets, copyright rights (including rights in audiovisual works), trademarks (including logos, slogans, trade names, service marks), rights of privacy and publicity, patent rights (including patent applications and disclosures), know-how, inventions and rights of priority as recognized in any country or jurisdiction in the world.

b. Preservation of IP Marks. In no event shall Subscriber alter or remove any copyright notice, trademark notice, and/or proprietary legend set forth on or contained within any of the FinanceXpert IP or IP of FinanceXpert's licensors.

c. Derivative Work. In addition, FinanceXpert shall own all IP derived or created from, or as a result of customizations, modifications, performance or Services under this Agreement (a "Derivative Work"). No transfer or assignment is intended with respect to Derivative Work.

7. Subscriber Data

b. Subscriber License to FinanceXpert. During the term of this Agreement, and subject to the confidentiality provisions hereof, Subscriber hereby grants to FinanceXpert and its agents a non exclusive, worldwide and royalty-free right and license to access, store, handle, process, transmit and otherwise use the Subscriber Data solely in connection with the provision of the Services under this Agreement. In addition, the Subscriber hereby grants to FinanceXpert and its agents a non exclusive, worldwide and royalty-free right and license to collect and aggregate Subscriber Data for the purpose of statistical analysis. Subscriber Data shall not be used by FinanceXpert or its associates for any CRM purposes.

c. Review of Data. FinanceXpert reserves the right (but not the obligation) to prescreen, censor, review or monitor the use of the Services, including the Subscriber Data, however, FinanceXpert shall not be liable for any failure to do so.

d. Disposition of Data. Within ten (10) days from the first to occur of the termination or expiration of this Agreement, Subscriber shall instruct FinanceXpert in writing as to the disposition of the Subscriber Data from the following options: (i) purge or delete all Subscriber Data from any computer or server on which it is then being maintained, or (ii) prior to such deletion, make one archive copy of the Subscriber Data on DVD (or such other media as FinanceXpert may agree) for Subscriber. All costs of data disposition and archiving shall be at Subscriber's sole expense and, in the event of a Subscriber default, FinanceXpert shall not be required to release a copy of the Subscriber Data until Subscriber has paid in full any Fees or other sums due hereunder and prepaid the estimated costs of copying the data. In the event that Subscriber does not provide FinanceXpert with written notice regarding the disposition of the Subscriber Data, within sixty (60) days following the expiration or termination of this Agreement, FinanceXpert may, without notice to Subscriber, dispose of the Subscriber Data as FinanceXpert deems appropriate in its sole discretion, including, without limitation, deletion, purging or destruction of the Subscriber Data. FinanceXpert shall have no liability to Subscriber for deletion or destruction of Subscriber Data pursuant to the provisions of this paragraph. Notwithstanding anything contained in the foregoing to the contrary, in no event shall FinanceXpert be required to delete the Subscriber Data from any back up tapes, disks or archives.

8. Subscriber Representations, Warranties and Covenants.

a. Representations. Subscriber represents and warrants the following: (i) it has the right and authority to enter into this Agreement; (ii) the statements and representations made in this Agreement are true and correct; (iii) all registration and other information provided to FinanceXpert is accurate and complete, (iv) it accepts full responsibility for the acts or omissions of all of its Users, and (v) the person who accepts this Agreement is properly authorized to do so and to commit Subscriber to this Agreement.

b. Restrictions on Use. Subscriber agrees and covenants that it will not use or permit the Site or the Services to be used to transmit, store or process any of the following materials or to conduct any of the following activities: (i) vulgar, pornographic, obscene or otherwise objectionable material of any kind or nature or material that is harmful to minors in any way; (ii) material that contains software viruses or other harmful or deleterious computer code, files or programs; (iii) material that infringes Third Party IP Rights; (iv) to facilitate sending unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (v) to facilitate the collection of information or data regarding other users, including e-mail addresses, without their consent; (vi) to use the Services beyond the storage or usage restrictions set forth in the service package purchased by Subscriber, or otherwise interfere with, disrupt or place an undue burden or demand on the Site or Services or the servers or networks involved with the operation thereof or violate the regulations, policies or procedures of such networks; (vii) to gain unauthorized access to the Site or Services, other accounts, computer systems or networks connected thereto, through password mining or any other means; or (viii) to use the Site or Services in any way that is illegal or violates any local, state or national law, ordinance, rule or regulation.

c. Export Restrictions. Subscriber agrees that it will comply in all respects with any government laws, regulations, orders or other restrictions on the export or re-export of the Application and Services (and related information and documentation) that may be imposed from time to time by the jurisdictions from which it accesses the Services and from which FinanceXpert operates the Services (currently the U.S.) ("Export Restrictions"). Subscriber will take all actions that may be reasonably necessary to assure that it does not contravene the Export Restrictions. In particular, Subscriber represents, warrant and covenants that it shall not, without obtaining prior written authorization from FinanceXpert (which consent may be withheld in FinanceXpert's sole and absolute discretion) and, if required, of the Bureau of Export Administration of the United States Department of Commerce or other relevant agency of the United States Government, export or reexport, directly or indirectly, the Services, or any portion thereof or any Confidential Information of FinanceXpert (including without limitation information regarding the use, access, deployment, or functionality of the Services) from the United States to (a) any country destination to which export is restricted by the Export Administration Regulations of the United States Department of Commerce; (b) any country subject to sanctions administered by the Office of Foreign Assets Control, United States Department of the Treasury; or (c) such other countries to which export is restricted by any other United States government agency. Subscriber further agrees that it solely responsible for compliance with any import laws and regulations of the country of destination of a permitted export or reexport, and any other import requirement related to a permitted export or reexport. Subscriber agrees to indemnify and hold FinanceXpert harmless, from and against any violation(s) by Subscriber in this regard.

d. U.S. Government Restricted Rights. If Subscriber is licensing the Services or its accompanying documentation on behalf of the U.S. Government, the Services are classified as "Commercial Computer Software" and "Commercial Computer Documentation" developed at private expense, contains confidential information and trade secrets of FinanceXpert and its licensors, and are subject to "Restricted Rights" as that term is defined in the Federal Acquisition Regulations ("FARs"). Contractor/Manufacturer is:

9. Confidentiality.

b. Subpoenas, etc. The obligations in this paragraph shall not restrict any disclosure by any Receiving Party pursuant to any order of any court or government agency; provided that such Receiving Party gives prompt notice to the Disclosing Party such that the Disclosing Party may (i) interpose an objection to such disclosure, (ii) take action to assure confidential handling of the Confidential Information, or (iii) take such other action as it deems appropriate to protect the Confidential Information.

c. Injunctive Relief. Each of the Parties acknowledges that use or disclosure of Confidential Information (including without limitation, any FinanceXpert IP) in violation of this Agreement may cause irreparable injury to the Disclosing Party for which other remedies at law would be inadequate, and each of the Parties agrees that a Disclosing Party shall have the right to seek injunctive or other equitable relief as may be necessary or appropriate to prevent any use or disclosure of the Confidential Information in violation of this Agreement, and may also exercise such other rights and remedies as such Disclosing Party may have at law or in equity.

11. Default, Suspension of Services & Termination.

a. Suspension of Services.  FinanceXpert may suspend or block access to all or a portion of the Site and/or Services, including access to the Subscriber Data (each such circumstance, a "Service Suspension") without notice for any of the following reasons: (i) to comply with any law, regulation, court order, or other governmental request or order requiring immediate action, (ii) to prevent interference with, damage to, or degradation of the Site or FinanceXpert's network, (iii) to eliminate a condition that is potentially damaging or harmful to FinanceXpert or others, (iv) if the Services are used in a manner that will or does expose FinanceXpert to legal liability, or the Services are used in a manner that violates any applicable law or regulation, this Agreement or FinanceXpert's AUP, whether this use is by Subscriber or any of its Users and whether or not this use is authorized or consented to by Subscriber (each such circumstance a "Service Misuse"), (v) Subscriber or any User accesses (or attempts to access) another FinanceXpert subscriber's data or other information on the Application or on any FinanceXpert site, application or platform, (vi) Subscriber fails to comply, or fails to cause a User to comply, with the terms of any applicable software license, or (vii) upon any breach or default in the terms of this Agreement.

b. Reinstatement of Services. Promptly after implementing a Service Suspension, FinanceXpert will notify Subscriber of the cause for this action. If Subscriber cures the cause of a Service Suspension, FinanceXpert will restore access or Services once Subscriber pays FinanceXpert's reasonable administrative charges for reinstatement. In addition to its other rights, FinanceXpert may terminate this Agreement if Subscriber does not promptly cure the cause of a Service Suspension or does not pay the associated additional charges for Service reinstatement.

c. Termination by FinanceXpert. In addition to any other rights it may have, FinanceXpert, in its sole discretion, shall have the right to terminate this Agreement and/or to suspend or terminate access to the Site and the Services if any of the following occur: (i) Subscriber fails to make timely payment of any Fees and such default continues for a period of ten (10) days after Subscriber's receipt of written notice of such default, (ii) Subscriber files a petition in bankruptcy, or is adjudicated bankrupt, or a petition in bankruptcy is filed against Subscriber and not discharged within thirty (30) days, or Subscriber becomes insolvent or makes an assignment for the benefit of creditors or an arrangement pursuant to any bankruptcy law, or a receiver is appointed for Subscriber or its business, or (iii) Subscriber fails to perform or breaches any other obligation, warranty, representation or covenant under this Agreement and such default continues for a period of ninety (90) days after Subscriber's receipt of written notice of such default. Upon termination of this Agreement for Subscriber's default, Subscriber agrees to pay FinanceXpert all Fees due and owing, including the reasonable costs and expenses (including reasonable attorneys fees) of effectuating such termination and collecting any delinquent amounts.

d. Termination by Subscriber. In the event FinanceXpert does not substantially perform the Services, Subscriber shall provide FinanceXpert with a written notice specifying in detail the manner in which Subscriber believes the performance to be deficient. FinanceXpert shall have ninety (90) days from receipt of such notice in which to correct such deficiencies, failing which, Subscriber shall have the option of terminating this Agreement and receiving a partial refund that is pro rated to the date of the termination. Any such refund shall be computed based upon the Manufacturer's Suggested Retail Price for the service package, even if that is lower than the Fees actually paid by Subscriber.

e. Disposition of Data. Upon the expiration or termination hereof, disposition of Subscriber Data shall be as provided in paragraph 7 (d) hereof.

f. Injunctive Relief. In the event of any breach or violation of Subscriber's responsibilities hereunder, in addition to its legal remedies, FinanceXpert may pursue injunctive relief, and any and all additional remedies that may be available under law or in equity.

g. Survival. The provisions of this Agreement that are required to give effect to its intent and purposes shall survive termination or expiration of this Agreement including but not limited to paragraphs 2, 4 (g), 6, 7, 8, 9, 10(f), 11, 12 and 15 (b) hereof.

12. Disclaimer of Warranties & Limitation of Damages.

No Warranties. Subscriber acknowledges that the Site and Services are provided on an "AS IS" and "AS AVAILABLE" basis. Except for the warranty of non infringement contained in paragraph 4 (g), the limited warranty contained in paragraph 1 (d) and the limited Services availability warranty contained in paragraph 5 (d) hereof, FINANCEXPERT MAKES NO WARRANTIES OR REPRESENTATIONS AND EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, GUARANTEES, AND CONDITIONS OF ANY KIND AS THEY MAY RELATE TO THE RENDERING OF THE SERVICES OR THE USE OF THE FINANCEXPERT SITE AND APPLICATION, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR INTENDED USE, COURSE OF DEALING OR USAGE OF TRADE, AND/OR RESULTS OBTAINED. FURTHER, FINANCEXPERT DOES NOT WARRANT THAT THE SERVICES OR SITE SHALL BE OPERABLE OR AVAILABLE, SHALL PROPERLY STORE DATA, SHALL OPERATE UNINTERRUPTED OR ERROR FREE, SHALL BE VIRUS FREE, SHALL BE SECURE, SHALL KEEP DATA CONFIDENTIAL, SHALL FUNCTION OR OPERATE IN CONJUNCTION WITH ANY OTHER PRODUCT OR SHALL MEET SUBSCRIBER'S NEEDS. FINANCEXPERT DOES NOT WARRANT THAT THE SERVICES OR THE SITE WILL MEET ANY SPECIFIC LEVELS OF NETWORK RELATED PERFORMANCE RELATING TO COMPILATION, RETRIEVAL OR TRANSPORT OF DATA OR OTHERWISE.

b. Indemnification. Subscriber agrees to defend, indemnify and hold harmless FinanceXpert and its parent, subsidiaries, affiliated companies, subcontractors, and Licensors, and each of its and their respective officers, directors, agents and employees (collectively, the "Indemnified Parties"), with respect to any suit, claim, demand, cause of action, debt, liability and expense (including reasonable attorneys' fees, costs and expenses) arising from the breach of any representation, warranty, covenant or obligation in this Agreement by Subscriber or by any of Subscriber's agents, employees or Users, or in connection with Subscriber's or any User's use of the Site and Services (including but not limited to the infringement by the Subscriber Data of any Third Party IP Rights, or non compliance with applicable laws), whether or not such use was authorized by Subscriber. Subscriber also agrees to defend, indemnify and hold the Indemnified Parties harmless from any claims made against them by a User. FinanceXpert reserves the right to approve Subscriber's counsel to defend any such claims, which approval will not be unreasonably withheld, and to approve any settlement agreement. FinanceXpert also reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Subscriber hereunder.

c. Assignment. This Agreement is personal to Subscriber and may not be assigned or transferred without the express written consent of FinanceXpert, which consent may be withheld in FinanceXpert's sole discretion. Any purported or attempted assignment without such consent shall be void and of no force or effect. FinanceXpert shall have the right, by giving written notice to Subscriber, to assign this Agreement to any parent, affiliate or subsidiary, or to any successor in interest of any of them. FinanceXpert may, in its sole and absolute discretion, subcontract portions of the Services and/or hosting of the Site to its affiliates or to other vendors, and may change those assignments from time to time without notice to Subscriber.

13. Notice.

Any notice required or desired to be given hereunder shall be in writing delivered by nationally recognized overnight carrier, or by registered or certified mail, postage prepaid, return receipt requested, to the addresses shown below. Any such notice shall be deemed received on the earlier of actual receipt or three days following the date deposited in the mails.

For FinanceXpert: FinanceXpert.com, Inc.
1420 NW Gilman Blvd. #2656
Issaquah, WA  98027

For Subscriber: To the address shown in the Subscriber account registration information.

14. Miscellaneous.

a. The Parties are and shall be independent contractors, and nothing herein shall be deemed to cause this Agreement to create an agency, partnership, employment relationship or joint venture between the Parties.

b. This Agreement shall be construed and interpreted in accordance with the laws of the State of Washington without giving effect to Washington's conflicts of laws principles thereof. Any action, suit or proceeding relating to this Agreement shall be brought in the appropriate federal or state court location in Washington, and each party hereby consents to such jurisdiction. This choice of jurisdiction and venue does not prevent FinanceXpert from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction. The Parties hereby waive any right they may have to trial by jury.

c. Neither party shall be liable for failure to fulfill its obligations under this Agreement or for delays in delivery due to causes beyond its reasonable control, including but not limited to act of God, acts or omissions of the other party, man-made or natural disasters, material shortages, war, riot, terrorist acts, strikes, delays in transportation or inability to obtain labor or materials through its regular sources. The time for performance of any such obligation shall be extended for the time period lost by reason of the delay.

d. If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law or public policy the remaining provisions shall remain in full force and effect.

e. No term or provision hereof shall be deemed waived and no breach consented to or excused, unless such waiver, consent or excuse shall be in writing and signed by the party claimed to have waived or consented. Should either party consent, waive, or excuse a breach by the other party, such shall not constitute a consent to, waiver of, or excuse of any other different or subsequent breach whether or not of the same kind as the original breach. No remedy conferred by any of the specific provisions of the Agreement is intended to be exclusive of any other remedy. Each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder, now or hereafter existing at law or in equity or by statute or otherwise. The election of any one or more remedies by either Party shall not constitute a waiver of the right to pursue other available remedies.

f. Subscriber agrees and hereby consents to allow FinanceXpert to include Subscriber's name in published lists of companies with whom FinanceXpert does business provided that such listing of Subscriber's name does not imply any special or specific endorsement without Subscriber's prior written permission.

g. FinanceXpert cannot and does not warrant hardware, software, or services provided or created by other companies, as FinanceXpert has no control over their activities.

h. Subscriber acknowledges that the authorized dealers and resellers who market the Services have no authority to alter the terms of this Agreement or any of FinanceXpert's obligations. No additional or inconsistent terms in a purchase order, quotation, invoice, acceptance, acknowledgement or other instrument shall be binding on FinanceXpert. In the event of any inconsistency or ambiguity between this Agreement and any Purchase Order, or other similar ordering documents, this Agreement shall prevail.

i. This Agreement and the information submitted in connection with your account registration constitute the entire understanding and agreement between the parties hereto with respect to the subject matter of this Agreement and merges all prior communications, understanding and agreements, and no amendments shall become effective without written agreement signed by the parties hereto. Any statement appearing as a restrictive endorsement on a check or other document that purports to modify a right, obligation or liability of either Party shall be of no force and effect.