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Terms of Use

1. INTRODUCTION.

A. Purpose.

Win-Win Solutions Group, Inc. is a Delaware corporation and along with its subsidiary, Win-Win Solutions, LLC, a Delaware limited liability company, shall herein collectively and interchangeably be referred to as the "Company" or "WinWin". The Company's innovative website and online community of business members offers (a) a forum to network with other businesses; (b) a resource to gather information and learn about other businesses; and (c) opportunities for targeted and national advertising and sponsorship in an manner that will effectively reach desired businesses.

B. Scope and Intent.

You agree that by registering on WinWin, or by using our website, including our mobile applications, developer platform, premium services, or other information provided as part of the WinWin services (collectively "WinWin" or the "Services"), you are authorized to act on behalf of your business and are entering into a legally binding agreement with WinWin ("we," "us," "our," and "WinWin") based on the terms of this WinWin Terms of Use and the WinWin Privacy Policy, which is hereby incorporated by reference (collectively referred to as the "Agreement") and become a WinWin Member ("Member").

If you are using WinWin on behalf of a business or other legal entity, you are nevertheless individually bound by this Agreement even if your business has a separate agreement with us. "You," "Your," and "Yours," as they are used in context in this Agreement, shall refer to the Primary User or "Administrator," and any Users assigned to the Member's account by the Administrator, all of whom are authorized to represent the business and are acting on behalf of the business. If you do not want to register an account and become a WinWin Member, do not conclude the Agreement, do NOT click "Get Started" and do not access, view, download or otherwise use any WinWin webpage, information or services. By clicking "Get Started," you acknowledge that you have read and understood the terms and conditions of this Agreement and that you agree to be bound by all of its provisions. By clicking "Get Started," you also consent to use electronic signatures and acknowledge your click of the "Get Started" button as one such electronic signature.

2. YOUR OBLIGATIONS.

A. Applicable Laws and this Agreement.

You must comply with all applicable laws governing the Company, the website and this Agreement, as may be amended from time to time with or without advance notice, and the policies and processes explained in the following sections:

1. DOs and DON'Ts;

2. Complaints Regarding Content Posted on the WinWin Website

3. WinWin's Privacy Policy

B. License and warranty for your submissions to WinWin.

You own the information you provide WinWin under this Agreement, and may request its deletion at any time, unless you have shared information or content with others and they have not deleted it, or it was copied or stored by other Members. Additionally, you grant WinWin a nonexclusive, irrevocable, worldwide, perpetual, unlimited, assignable, sub licensable, fully paid up and royalty-free right to us to copy, prepare derivative works of, improve, distribute, publish, remove, retain, add, process, analyze, use and commercialize, in any way now known or in the future discovered, any information you provide, directly or indirectly to WinWin, including, but not limited to, any Member generated content, ideas, concepts, techniques or data to the services, you submit to WinWin, without any further consent, notice and/or compensation to you or to any third parties. Any information you submit to us is at your own risk of loss as noted in Sections 2 and 3 of this Agreement.

By providing information to us, you represent and warrant that you are entitled to submit the information and that the information is accurate, not confidential, and not in violation of any contractual obligations or subject to any other third party rights. It is your responsibility to keep your WinWin profile information accurate and updated.

C. Service Eligibility.

To be eligible to use the Service, you must meet the following criteria and represent and warrant that you: (1) are 18 years of age or older; (2) are not currently restricted from the Services, or not otherwise prohibited from having a WinWin account, (3) are not a competitor of WinWin or are not using the Services for reasons that are in competition with WinWin; (4) will only maintain one WinWin membership account per representative legal entity, division or location that you represent which is registered on the site at any given time; (5) have full power and authority to enter into this Agreement and doing so will not violate any other agreement to which you are a party; (6) will not violate any rights of WinWin, including intellectual property rights such as copyright or trademark rights; and (7) agree to provide at your cost all equipment, software, and internet access necessary to use the Services.

D. Sign-In Credentials.

You agree to: (1) Keep your business password secure and confidential; (2) not permit others not affiliated with your business to use your account; (3) refrain from using other Members' accounts; (4) not sell, trade, or otherwise transferring your WinWin account to another party; and (5) refrain from charging anyone for access to any portion of WinWin, or any information therein. Further, you are responsible for anything that happens through your account until you close down your account or prove that your account security was compromised due to no fault of your own. To close your account, please click here.

E. Indemnification.

You indemnify us and hold us harmless for all damages, losses and costs (including, but not limited to, reasonable attorneys' fees and costs) related to all third party claims, charges, and investigations, caused by (1) your failure to comply with this Agreement, including, without limitation, your submission of content that violates third party rights or applicable laws, (2) any content you submit to the Services, and (3) any activity in which you engage on or through WinWin.

F. Payment.

If you purchase any services that we offer for a fee, either on a one-time or subscription basis ("Premium Services"), you agree to WinWin storing your payment card information. You also agree to pay the applicable fees for the Premium Services (including, without limitation, periodic fees for premium accounts) as they become due plus all related taxes, and to reimburse us for all reasonable collection costs and reasonable interest for any overdue amounts as permitted by law. Your obligation to pay fees continues through the end of the subscription period during which you cancel your subscription. You may cancel your Premium Services here. You also acknowledge that WinWin's Premium Services are subject to this Agreement and any additional terms related to the provision of the Premium Service.

G. Notify Us of Acts Contrary to the Agreement.

If you believe that you are entitled or obligated to act contrary to this Agreement under any mandatory law, you agree to provide us with detailed and substantiated explanation of your reasons in writing at least 30 days before you act contrary to this Agreement, to allow us to assess whether we may, at our sole discretion, provide an alternative remedy for the situation, though we are under no obligation to do so.

H. Notifications and Service Messages.

For purposes of service messages and notices about the Services to you, WinWin may place a banner notice across its pages to alert you to certain changes such as modifications to this Agreement. Alternatively, notice may consist of an email from WinWin to an email address associated with your account, even if we have other contact information. You also agree that WinWin may communicate with you through your WinWin account or through other means including email, mobile number, telephone, or delivery services including the postal service about your WinWin account or services associated with WinWin. Please review your Notification Settings to control what kind of messages you receive from WinWin. You acknowledge and agree that we shall have no liability associated with or arising from your failure to do so maintain accurate contact or other information, including, but not limited to, your failure to receive critical information about the Service.

I. WinWin Applications.

WinWin may offer the Services through applications built using WinWin's platform ("WinWin Applications"). Examples of WinWin Applications include its smartphone applications, tablet applications, and WinWin's "Share" buttons and other interactive plugins distributed on websites across the web. WinWin Applications are distinct from third party Platform Applications addressed in Section 4.B. If you use a WinWin Application or interact with a website that has deployed a plugin, you agree that information about you and your use of the Services, including, but not limited to, your device, your mobile carrier, your internet access provider, your physical location, and/or web pages containing WinWin plugins that load in your browser may be communicated to us.

Further, by importing any of your WinWin data through the WinWin Application, you represent that you have authority to share the transferred data with your mobile carrier or other access provider. In the event you change or deactivate your mobile account, you must promptly update your WinWin account information to ensure that your messages are not sent to the person that acquires your old number and failure to do so is your responsibility. You acknowledge you are responsible for all charges and necessary permissions related to accessing WinWin through your mobile access provider. Therefore, you should check with your provider to find out if the Services are available and the terms for these services for your specific mobile devices.

Finally, by using any downloadable application to enable your use of the Services, you are explicitly confirming your acceptance of the terms of the End Member License Agreement associated with the application provided at download or installation, or as may be updated from time to time.

J. Member-to-Member Communication and Sharing.

WinWin offers various forums such as B2B Exchange, Shared Marketing and Events, where you can post your observations and comments on designated topics. WinWin also enables sharing of information by allowing Members to post information, including links to news articles and other information such as job opportunities, product recommendations, and other content to their profile and other parts of the site, such as B2B Exchange, Shared Marketing and Events.

WinWin members can create posts in B2B Exchange, Shared Marketing and Events for a fee, however, WinWin may close or transfer posts in B2B Exchange, Shared Marketing and Events, or remove content from them if the content violates this Agreement or others' intellectual property rights.

Please note that ideas you post and information you share may be seen and used by other Members, and WinWin cannot guarantee that other Members will not use the ideas and information that you share on WinWin. Therefore, if you have an idea or information that you would like to keep confidential and/or don't want others to use, or that is subject to third party rights that may be infringed by your sharing it, do not post it anywhere on WinWin. WINWIN IS NOT RESPONSIBLE FOR A MEMBER'S MISUSE OR MISAPPROPRIATION OF ANY CONTENT OR INFORMATION YOU POST IN ANY WINWIN COMMUNITY FORUMS SUCH AS B2B EXCHANGE, SHARED MARKETING AND EVENTS.

K. Privacy.

You should carefully read our full Privacy Policy before deciding to become a Member as it is hereby incorporated into this Agreement by reference, and governs our treatment of any information, including personally identifiable information you submit to us. Please note that certain information, statements, data, and content (such as photographs) which you may submit to WinWin might, or are likely, to reveal your gender, ethnic origin, nationality, age, and/or other personal information about you. You acknowledge that your submission of any information, statements, data, and content to us is voluntary on your part.

L. Export Control.

Your use of WinWin services, including our software, is subject to export and re-export control laws and regulations, including the Export Administration Regulations ("EAR") maintained by the United States Department of Commerce and sanctions programs maintained by the Treasury Department's Office of Foreign Assets Control. You shall not — directly or indirectly — sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end-Member without obtaining the required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving US origin products, including services or software.

M. Contributions to WinWin.

By submitting ideas, suggestions, documents, and/or proposals ("Contributions") to WinWin through its support tickets or feedback links, you acknowledge and agree that: (a) your Contributions do not contain confidential or proprietary information; (b) WinWin is not under any obligation of confidentiality, express or implied, with respect to the Contributions; (c) WinWin shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media worldwide; (d) WinWin may have something similar to the Contributions already under consideration or in development; (e) you irrevocably assign to WinWin all rights to your Contributions; and (f) you are not entitled to any compensation or reimbursement of any kind from WinWin under any circumstances.

N. No Refund Policy.

WinWin does not offer refunds on any fees or charges related to your Premium Services, including partially used periods. Also note that all of your Premium Services expire immediately upon the cancellation of your account.

3. YOUR RIGHTS.

On the condition that you comply with all your obligations under this Agreement, including, but not limited to, the Do's and Don'ts listed in Section 10, we grant you a limited, revocable, nonexclusive, non-assignable, non-sub licensable license and right to access the Services, through a generally available web browser, mobile device or application (but not through spidering, crawling or other technology or software used to access data without the express written consent of WinWin or its Members), view information and use the Services that we provide on WinWin web pages and in accordance with this Agreement. Any other use of WinWin contrary to our mission and purpose (such as seeking to connect to someone you do not know or trust, or to use information gathered from WinWin commercially unless expressly authorized by WinWin) is strictly prohibited and a violation of this Agreement. We reserve all rights not expressly granted in this Agreement, including, without limitation, title, ownership, intellectual property rights, and all other rights and interest in WinWin and all related items, including any and all copies made of the WinWin website.

4. OUR RIGHTS AND OBLIGATIONS.

A. Services Availability.

For as long as WinWin continues to offer the Services, WinWin shall provide and seek to update, improve and expand the Services. As a result, we allow you to access WinWin as it may exist and be available on any given day and have no other obligations, except as expressly stated in this Agreement. We may modify, replace, refuse access to, suspend or discontinue WinWin, partially or entirely, or change and modify prices for all or part of the Services for you or for all our Members in our sole discretion. All of these changes shall be effective upon their posting on our site or by direct communication to you unless otherwise noted. WinWin further reserves the right to withhold, remove and or discard any content available as part of your account, with or without notice if deemed by WinWin to be contrary to this Agreement. For avoidance of doubt, WinWin has no obligation to store, maintain or provide you a copy of any content that you or other Members provide when using the Services.

B. Third Party Sites.

WinWin may include links to third party web sites ("Third Party Sites"). You are responsible for evaluating whether you want to access or use a Third Party Site. You should review any applicable terms and/or privacy policy of a Third Party Site before using it.

WinWin is not responsible for and does not endorse any features, content, advertising, products or other materials on or available from Third Party Sites. WinWin also does not screen, audit, or endorse Third Party Sites. Accordingly, if you decide to access Third Party Sites, you do so at your own risk and agree that your use of any Platform Application is on an "as-is" basis without any warranty as to the Platform Developer's actions, and that this Agreement does not apply to your use of any Third Party Site or Developer Application.

Please note: If you allow a Platform Application or Third Party Site to authenticate to or connect with your WinWin account, that application or website can access information on WinWin related to you and your connections.

For additional information regarding Platform Developers and Platform Applications, please refer to WinWin's Privacy Policy.

C. Disclosure of Member Information.

You acknowledge, consent and agree that we may access, preserve, and disclose your registration and any other information you provide if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary in our opinion to: (1) comply with legal process, including, but not limited to, civil and criminal subpoenas, court orders or other compulsory disclosures; (2) enforce this Agreement; (3) respond to claims of a violation of the rights of third parties, whether or not the third party is a Member, individual, or government agency; (4) respond to customer service inquiries; or (5) protect the rights, property, or personal safety of WinWin, our Members or the public.

Disclosures of Member information to third parties other than those required to provide customer support, administer this Terms of Use, or comply with legal requirements are addressed in the Privacy Policy.

D. Connections and Interactions with other Members.

You are solely responsible for your interactions with other Members. WinWin may limit the number of connections you may have to other Members and may, in certain circumstances, prohibit you from contacting other Members through use of the Services or otherwise limit your use of the Services. WinWin reserves the right, but has no obligation, to monitor disputes between you and other members and to restrict, suspend, or close your account if WinWin determines, in our sole discretion, that doing so is necessary to enforce this Agreement.

5. DISCLAIMER.

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU.

DO NOT RELY ON WINWIN, ANY INFORMATION HEREIN, OR ITS CONTINUATION. WE PROVIDE THE PLATFORM FOR WINWIN AND ALL INFORMATION AND SERVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS. WINWIN DOES NOT CONTROL OR CHECK MEMBER GENERATED CONTENT FOR ACCURACY. WE DO NOT PROVIDE ANY EXPRESS WARRANTIES OR REPRESENTATIONS.

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE DISCLAIM ANY AND ALL IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY OF DATA, AND NONINFRINGEMENT. IF YOU ARE DISSATISFIED OR HARMED BY WINWIN OR ANYTHING RELATED TO WINWIN, YOU MAY CLOSE YOUR WINWIN ACCOUNT AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 7 ("TERMINATION") AND SUCH TERMINATION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY.

WINWIN IS NOT RESPONSIBLE, AND MAKES NO REPRESENTATIONS OR WARRANTIES FOR THE DELIVERY OF ANY MESSAGES SENT THROUGH WINWIN TO ANYONE. IN ADDITION, WE NEITHER WARRANT NOR REPRESENT THAT YOUR USE OF THE SERVICE WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES. ANY MATERIAL, SERVICE, OR TECHNOLOGY DESCRIBED OR USED ON THE WEBSITE MAY BE SUBJECT TO INTELLECTUAL PROPERTY RIGHTS OWNED BY THIRD PARTIES WHO HAVE LICENSED SUCH MATERIAL, SERVICE, OR TECHNOLOGY TO US.

WINWIN DOES NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF THE PERSONS SUBSCRIBING TO ITS SERVICES, NOR DOES IT HAVE ANY OBLIGATION TO MONITOR THE USE OF ITS SERVICES BY OTHER MEMBERS OF THE COMMUNITY; THEREFORE, WINWIN DISCLAIMS ALL LIABILITY FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY OR INFORMATION.

WINWIN DOES NOT GUARANTEE THAT THE SERVICES IT PROVIDES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING. IN PARTICULAR, THE OPERATION OF THE SERVICES MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. WINWIN DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING. FURTHERMORE, WINWIN DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE WINWIN SITE DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, AND FOR ANY OTHER REASON.

6. LIMITATION OF LIABILITY.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU.

Neither WinWin nor any of our subsidiaries, affiliated companies, employees, shareholders, or directors ("WinWin Affiliates") shall be cumulatively liable for (a) any damages in excess of five times the most recent monthly fee that you paid for a Premium Service, if any, or US $100, whichever amount is greater; or (b) any special, incidental, indirect, punitive or consequential damages or loss of use, profit, revenue or data to you or any third person arising from your use of the Service, any platform applications or any of the content or other materials on, accessed through or downloaded from WinWin. This limitation of liability is part of the basis of the bargain between the parties and without it the terms and prices charged would be different. This limitation of liability shall:

i. Apply regardless of whether (1) you base your claim on contract, tort, statute or any other legal theory, (2) we knew or should have known about the possibility of such damages, or (3) the limited remedies provided in this section fail of their essential purpose; and

ii. Not apply to any damage that WinWin may cause you intentionally or knowingly in violation of this Agreement or applicable law, or as otherwise mandated by applicable law that cannot be disclaimed from in this Agreement.

iii. Not apply if you have entered into a separate agreement to purchase Premium Services with a separate Limitation of Liability provision that supersedes this section in relation to those Premium Services.

7. TERMINATION.

A. Mutual Rights of Termination.

You may terminate this Agreement, for any or no reason, at any time, with notice to WinWin pursuant to Section 9.C. This notice will be effective upon WinWin processing your notice. WinWin may also terminate the Agreement and your account for any reason or no reason, at any time, with or without notice. This cancellation shall be effective immediately or as may be specified in the notice. For avoidance of doubt, only WinWin or the party paying for the services may terminate your access to any Premium Services. Termination of your WinWin account includes disabling your access to WinWin and may also bar you from any future use of WinWin.

B. Misuse of the Services.

WinWin may restrict, suspend or terminate the account of any Member who abuses or misuses the Services. Misuse of the Services includes inviting other Members with whom you do not know to connect; abusing the WinWin messaging services; creating multiple or false profiles; using the Services commercially without WinWin's authorization, infringing any intellectual property rights, violating any of the Do's and Don'ts listed in Section 10, or any other behavior that WinWin, in its sole discretion, deems contrary to its purpose. In addition, and without limiting the foregoing, WinWin has adopted a policy of terminating accounts of Members who, in WinWin's sole discretion, are deemed to be repeat infringers under the United States Copyright Act.

C. Effect of Termination.

Upon the termination of your WinWin account, you lose access to the Services. The terms of this Agreement shall survive any termination, except Sections 3 ("Your Rights") and 4.a-b, and d ("Our Rights and Obligations") hereof.

8. DISPUTE RESOLUTION.

Law and Forum for Legal Disputes

This Agreement or any claim, cause of action or dispute ("claim") arising out of or related to this Agreement shall be governed by the laws of the state of Delaware regardless of your country of origin or where you access WinWin, and notwithstanding of any conflicts of law principles and the United Nations Convention for the International Sale of Goods. You and WinWin agree that all claims arising out of or related to this Agreement must be resolved exclusively by a state or federal court located in Delaware, except as otherwise agreed by the parties or as described in the Arbitration Option paragraph below. You and WinWin agree to submit to the personal jurisdiction of the courts located within Delaware for the purpose of litigating all such claims. Notwithstanding the above, you agree that WinWin shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

9. GENERAL TERMS.

A. Severability.

If any provision of this Agreement is found by a court of competent jurisdiction or arbitrator to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable and effective to the maximum extent possible in order to effect the intention of the provision; and if a court or arbitrator finds the modified provision invalid, illegal, void or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement will not be affected in any way.

B. Language.

Where WinWin has provided you with a translation of the English language version of this Terms of Use, the Privacy Policy, and/or any other documentation, you agree that the translation is provided for your convenience only and that the English language versions of this Terms of Use the Privacy Policy, and any other documentation, including additional terms of service for Premium Services, will govern your relationship with WinWin.

C. Notices and Service of Process.

In addition to Section 2.h. ("Notices and Service Messages"), we may notify you via postings on our website. You may contact us here.

Or via mail, courier or phone at:

Win-Win Solutions Group, Inc.

Attn: Legal Department

26 Garfield Avenue

Bay Shore, NY 11706

(855) 554-6946

Additionally, WinWin accepts service of process at this address. Any notices that you provide without compliance with this section on Notices shall have no legal effect.

D. Entire Agreement.

You agree that this Agreement constitutes the entire, complete and exclusive agreement between you and us regarding the Services and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of this Agreement. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other WinWin services, third-party content or third party software.

E. Amendments to this Agreement.

We reserve the right to modify, supplement or replace the terms of the Terms of Use, effective upon posting on our website or notifying you otherwise. For example, WinWin presents a banner on the site when we have amended this Terms of Use or the Privacy Policy so that you may access and review the changes prior to your continued use of the site. If you do not want to agree to changes to the Terms of Use, you can terminate this Agreement at any time per Section 7 (Termination).

F. No informal waivers, agreements or representations.

Our failure to act with respect to a breach of this Agreement by you or others does not waive our right to act with respect to that breach or subsequent similar or other breaches. Except as expressly and specifically contemplated by the Agreement, no representations, statements, consents, waivers or other acts or omissions by any WinWin Affiliate shall be deemed legally binding on any WinWin Affiliate, unless documented in a physical writing hand signed by a duly appointed officer of WinWin.

G. No Injunctive Relief.

In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Service, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Services or any content or other material used or displayed through the Services.

H. Beneficiaries.

Entities that WinWin owns a 50% or greater interest in ("Affiliate") are not parties, but intended third party beneficiaries of this Agreement, with a right to enforce the Agreement directly against you.

I. Assignment and Delegation.

You may not assign or delegate any rights or obligations under the Agreement. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under the Agreement, fully or partially without notice to you. We may also substitute, by way of unilateral novation, effective upon notice to you, WinWin for any third party that assumes our rights and obligations under this Agreement.

J. Potential Other Rights and Obligations.

You may have rights or obligations under local law other than those enumerated here if you are located outside the United States.

10. WINWIN MEMBER "DOS" and "DON'TS."

As a condition to access WinWin, you agree to this Member Agreement and to strictly observe the following DOs and DON'Ts:

A. Do undertake the following:

i. Comply with all applicable federal and state laws, including, without limitation, privacy laws, intellectual property laws, export control laws, tax laws, and regulatory requirements involved in your use of WinWin;

ii. Provide accurate information to us and update it as necessary;

iii. Review and comply with our Privacy Policy;

iv. Review and comply with notices sent by WinWin concerning the Services; and

v. Use the Services in good faith and in a professional manner.

B. Don't undertake the following:

i. Act dishonestly or unprofessionally by engaging in unprofessional behavior by posting inappropriate, inaccurate, or objectionable content to WinWin;

ii. Publish inaccurate information in the designated fields on the profile form (e.g., do not include a link or an email address in the name field). Please also protect sensitive personal information such as your email address, phone number, street address, or other information that is confidential in nature;

iii. Create a Member profile for anyone other than a business;

iv. Harass, abuse or harm another Member, including sending unwelcomed communications to others using WinWin;

v. Invite people you do not know to join your winning team;

vi. Upload a profile image that is not your likeness or a head-shot photo or a business image to which you do not have rights;

vii. Use or attempt to use another's account without authorization from the Company, or create a false identity on WinWin;

viii. Upload, post, email, transmit or otherwise make available or initiate any content that:

1. Falsely states, impersonates or otherwise misrepresents your identity, including but not limited to the use of a pseudonym, or misrepresenting your current or previous positions and qualifications, or your affiliations with a person or entity, past or present;

2. Is unlawful, libelous, abusive, obscene, discriminatory or otherwise objectionable;

3. Adds to a content field content that is not intended for such field (i.e. submitting a telephone number in the "title" or any other field, or including telephone numbers, email addresses, street addresses or any personally identifiable information for which there is not a field provided by WinWin);

4. Includes information that you do not have the right to disclose or make available under any law or under contractual or fiduciary relationships (such as insider information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

5. Infringes upon patents, trademarks, trade secrets, copyrights or other intellectual property or proprietary rights;

6. Includes any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;

7. Contains software viruses, worms, or any other computer code, files or programs that monitor, interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment of WinWin or any Member of WinWin;

8. Forges headers or otherwise manipulate identifiers in order to disguise the origin of any communication transmitted through the Services;

ix. Participate, directly or indirectly, in the setting up or development of a network that seeks to implement practices that are similar to sales by network or the recruitment of independent home salespeople to the purposes of creating a pyramid scheme or other similar practices.

x. Duplicate, license, sublicense, publish, broadcast, transmit, distribute, perform, display, sell, rebrand, or otherwise transfer information found on WinWin (excluding content posted by you) except as permitted in this Agreement, or as expressly authorized by WinWin;

xi. Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying intellectual property used to provide the Services, or any part thereof

xii. Utilize or copy information, content or any data you view on and/or obtain from WinWin to provide any service that is competitive, in WinWin's sole discretion, with WinWin;

xiii. Imply or state, directly or indirectly, that you are affiliated with or endorsed by WinWin unless you have entered into a written agreement with WinWin;

xiv. Adapt, modify or create derivative works based on WinWin or technology underlying the Services, or other Members' content, in whole or part, except as permitted under WinWin's developer program;

xv. Rent, lease, loan, trade, sell/re-sell access to WinWin or any information therein, or the equivalent, in whole or part;

xvi. Sell, sponsor, or otherwise monetize a WinWin account or any other service or functionality of WinWin, without the express written permission of WinWin.

xvii. Deep-link to the Site for any purpose, (i.e. including a link to a WinWin web page other than WinWin's home page) unless expressly authorized in writing by WinWin or for the purpose of promoting your profile on WinWin;

xviii. Remove any copyright, trademark or other proprietary rights notices contained in or on WinWin, including those of both WinWin and any of its licensors;

xix. Remove, cover or otherwise obscure any form of advertisement included on WinWin;

xx. Collect, use, copy, or transfer any information, including, but not limited to, personally identifiable information obtained from WinWin except as expressly permitted in this Agreement or as the owner of such information may expressly permit;

xxi. Share information of non-Members without their express consent;

xxii. Infringe or use WinWin's brand, logos and/or trademarks, including, without limitation, using the word "WinWin" in any business name, email, or URL or including WinWin's trademarks and logos except as provided in the or as expressly permitted by WinWin;

xxiii. Use manual or automated software, devices, scripts robots, other means or processes to access, "crawl" or "spider" any web pages or other services contained in the site;

xxiv. Use script robots or other automated methods to access WinWin, add or download contacts, send or redirect messages, or perform other activities through WinWin, unless explicitly permitted by WinWin;

xxv. Access, via automated or manual means or processes, WinWin for purposes of monitoring WinWin's availability, performance or functionality for any competitive purpose;

xxvi. Engage in "framing," "mirroring," or otherwise simulating the appearance or function of WinWin's website;

xxvii. Attempt to or actually access WinWin by any means other than through the interfaces provided by WinWin such as its mobile application or by navigating to our website using a web browser. This prohibition includes accessing or attempting to access WinWin using any third-party service, including software-as-a-service platforms that aggregate access to multiple services, including WinWin;

xxviii. Attempt to or actually override any security component included in or underlying WinWin;

xxix. Engage in any action that directly or indirectly interferes with the proper working of or places an unreasonable load on WinWin's infrastructure, including, but not limited to, sending unsolicited communications to other Members or WinWin personnel, attempting to gain unauthorized access to WinWin, or transmitting or activating computer viruses through or on WinWin;

xxx. Interfere with or disrupt or game WinWin or the Services, including, but not limited to, any servers or networks connected to WinWin or search algorithms.

11. COMPLAINTS REGARDING CONTENT POSTED ON THE WINWIN WEBSITE.

We built WinWin to help you be a more successful business, and to help businesses succeed. To achieving this purpose, we encourage our Members to share truthful and accurate information. We also respect the intellectual property rights of others. Accordingly, this Agreement requires that information posted by Members be accurate and not in violation of the intellectual property rights or other rights of third parties. To promote these objectives, WinWin provides a process for submission of complaints concerning content posted by our Members.

A. CLAIMS REGARDING COPYRIGHT INFRINGEMENT

Notice of Copyright Infringement

Pursuant to the Digital Millennium Copyright Act (17 U.S.C. § 512), WinWin has implemented procedures for receiving written notification of claimed infringements. WinWin has also designated an agent to receive notices of claimed copyright infringement. If you believe in good faith that your copyright has been infringed, you may provide a written communication which contains:

i. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;

ii. A description of the copyrighted work that you claim has been infringed;

iii. A description specifying the location on our website of the material that you claim is infringing;

iv. Your telephone number and e-mail address;

v. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

vi. A statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

WinWin is not responsible for any and all items offered on the website by third parties including but not limited to businesses, Members and advertisers.

Please submit your notice to WinWin's Copyright Agent as follows:

Win-Win Solutions Group, Inc.

Attn: Legal Department

26 Garfield Avenue

Bay Shore, NY 11706

B. Counter-Notice:

If you believe that a notice of copyright infringement has been improperly submitted against you, you may submit a Counter-Notice, pursuant to Sections 512(g)(2) and (3) of the Digital Millennium Copyright Act. You may provide a written communication which contains:

i. Your physical or electronic signature;

ii. Identification of the material removed or to which access has been disabled;

iii. A statement under penalty of perjury that you have a good faith belief that removal or disablement of the material was a mistake or that the material was misidentified;

iv. Your name and telephone number, and a statement that you consent to the jurisdiction of the Federal District court (i) in the judicial district where your address is located if the address is in the United States, or (ii) located in the State of Delaware, if your address is located outside the United States, and that you will accept service of process from the Complainant submitting the notice or his/her authorized agent.

Please submit your Counter-Notice to WinWin's Copyright Agent by mailing to the addresses specified above.

C. CLAIMS REGARDING CONTENT AND INTELLECTUAL PROPERTY VIOLATIONS (OTHER THAN COPYRIGHT INFRINGEMENT)

i. To notify WinWin that you in good faith believe that content ("Specified Content') posted by a Member on our website infringes your intellectual property rights (other than copyright -- in which case please see Claims Regarding Copyright Infringement) or is inaccurate or unlawful, you may prepare and submit your claim to us by mail as specified below. Any assertions made by you in submitting this form are under penalty of perjury.

Win-Win Solutions Group, Inc.

Attn: Legal Department

26 Garfield Avenue

Bay Shore, NY 11706

ii. Counter-Notice:

If you believe the Notice of Content and Intellectual Property Violations was submitted in error, or if you contest the removal of the allegedly infringing, inaccurate or unlawful content, you may complete and submit a counter-notice to WinWin's Content Complaint Manager by mail at the addresses specified above. Any assertions made by you in submitting this form are under penalty of perjury. WinWin will process the Counter-Notice in accordance with its policies and procedures which remain in our sole discretion.

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