Godabo Terms And Conditions

Terms and Conditions for GoDabo Service Professionals

Your creation of a service professional profile on the www.GoDabo.com website (the

”Website”), GoDabo apps (the “Apps”), as well as your subsequent use of services made

available to you by means of the Website, Apps, or any other GoDabo offering on which

a link to these Terms and Conditions for GoDabo for Service Professionals appears (the

“Services”) (the Website, Apps, and Services, collectively, “GoDabo Offerings”)

constitutes acceptance of these GoDabo Terms & Conditions for Service Professionals

together with all other “Ancillary Documents” (i.e., then-current terms, conditions,

notices, policies, and documents referred to in, or relating to, these GoDabo Terms &

Conditions) (the GoDabo Terms & Conditions and the Ancillary Documents,

collectively, the “Agreement”). The Agreement becomes effective on the date when

acceptance occurs as described in the foregoing sentence (“Effective Date”). By using

any GoDabo Offering you represent and warrant that you are of legal age to form a

binding contract with us. The term “affiliates” includes service professionals and

customers that participate in the program described in the Agreement (the “Service

Professional Program”). If you have any questions regarding the Agreement you may

contact us, GDHI Marketing, LLC (“GoDabo”), at www.GoDabo.com.

We may revise and update the Agreement, including these Terms and Conditions for

GoDabo Service Professionals, from time to time in our sole discretion. All changes are

effective immediately when we post them and apply to all access to and use of any

GoDabo Offering thereafter. However, any changes to Section 20 (Arbitration and

Governing Law) will not apply to any disputes for which the parties have actual notice on

or before the date the change is posted. Your continued use of any GoDabo Offering

following the posting of revisions of the Agreement means that you accept and agree to

the changes; changes in our payment and pricing polices take effect thirty (30) days after

notice of the change is provided. You are expected to check this page from time to time

so you are aware of any changes, as they are binding on you.

These Terms & Conditions were last updated on May 10, 2018.

1.

Introduction to GoDabo. Upon your registration at the Website (and, in our

discretion, certain other GoDabo Offerings), you will create a user name and password.

You must treat your password as confidential, and you must not disclose it to any other

person or entity. You acknowledge that your account is personal to you and agree not to

provide any other person with access any GoDabo Offering or portions of it using your

user name, password, or other security information. You agree to notify us immediately

of any unauthorized access to or use of your user name or password or any other breach

of security. We have the right to disable any user name, password, or other identifier,

whether chosen by you or provided by us, at any time in our sole discretion for any or noreason, including if, in our opinion, you have violated any provision of the Agreement.

You are responsible for any use of any GoDabo Offering by persons to whom you

intentionally or negligently allow access to your password.

2.

Customer Calls with Service Professionals: In General

(a)

”Service Professional” means a service professional that registers with the

Website so that customers may find the service professional by means of the Website

and related services. You become a Service Professional by registering at the Website.

(b)

By becoming a Service Professional you are requesting, and you expressly

consent, to be contacted by potential customers, us and by our agents and representatives

via phone, fax, email, mail or other reasonable means, at any of your contact numbers or

addresses, even if you are listed on any federal, state, provincial or other applicable "Do

Not Call" list, and even if you have previously opted-out from receiving marketing emails

from us, in order that we may provide the Services, service your account, reasonably

address matters pertaining to your account, or for other purposes reasonably related to our

business, including marketing related emails.

(c)

At the Website you may create a professional profile that includes your

logo, related photos and describes your professional experience and capabilities, as well

as the services, trades, and tasks you are qualified to perform (“Professional Profile”).

(d)

Our customers (“Customers”) want the opportunity to consult with Service

Professionals about the possibility of contracting with a Service Professional to provide

services for specific projects or their own. “Customer Call” means a Customer calling a

Service Professional by means of the Website.

(e)

When a Customer calls a Service Professional off the Website using the

“Call for Estimate” feature, they will be connected with the selected Service Professional

via a “call tracking” phone number provided by GDHI Marketing LLC.

(f)

A “Call” is a Customer that has selected a Service Professional off the

Website and completed a call with the Service Professional using the “Call for Estimate”

feature or tracking phone number on your profile. You will be provided with a call

tracking account, login and password to access all customer calls.

(g)

A Customer’s call to a Service Professional does not obligate the

Customer to purchase any services from you, and does not obligate you to perform

services for the Customer; if you and a Customer agree to have you perform services, you

need to establish your own agreement with the Customer. Should you have a dispute with

any Customer, you must address such dispute with the Customer directly, we have no

obligation to provide dispute resolution services.

3.

Customer Calls with Service Professionals: Your Obligations

2(a)

You may update your Professional Profile from time to time, and are

obligated to ensure that the information in your Professional Profile is current and

accurate.

(b)

You will complete and pay call fees for all Calls with each Customer that

calls you, provided that the Lead is calling in regards to your services provided and listed

in your profile.

(c)

You will allow no third party other than your employees or your

independent contractors acting on your behalf (collectively, “Personnel”) to contact or

provide any service to a Lead. You are responsible and liable for all acts and omissions of

Personnel and for ensuring that Personnel comply with all relevant provisions of this

Agreement. You agree not to sell, trade, gift, assign, or otherwise transfer any Lead to

any other party, including any other Service Professionals.

(d)

If you participate in any promotion whereby we promote an offer or

discount related to your services as a Service Professional, whether by means of a

GoDabo Offering, via direct mail, or otherwise, you agree to abide by the terms of such

offer or discount.

(e)

Upon request you will provide us with documentation to verify the

representations you make in Sections 14(a) and 14(b) below.

(f)

You will notify us immediately if any of your representations or

warranties under Section 13(d) cease to be true or accurate, and hereby authorize us to

verify that all of these representations and warranties are true and accurate at any time

during the effectiveness of the Agreement.

(g)

You will not engage in any illegal acts or acts of wrongdoing, dishonesty

or unethical business practices with us, any Customer or other third party, including, but

not limited to, disclosing any user personal information to any third party.

(h)

You will at all times comply with all applicable federal, state, provincial,

local and other laws and regulations that apply to your activities.

(i)

In the event you participate in any promotion whereby we promote an

offer or discount related to your services, whether on the Website, via direct mail, or

otherwise, you agree to abide by the terms of such offer or discount.

4.

License to Our Service Professional Program Trademark.

(a)

While this Agreement remains in effect, and while you remain in full

compliance with all terms set forth in the Agreement, we hereby grant you a non-

exclusive, non-transferrable, non-sublicenseable, license to use and display our then-

current trademark or logo identifying you as a Service Professional in connection with

3marketing your services business (the “Licensed Mark”). As of the date of this version of

the Terms and Conditions the Licensed Mark is the GoDabo Preferred Status seal.

(b)

You agree that any use or display of the Licensed Mark must comply with

all of our standards and guidelines, adopted by us from time to time, with respect to the

proper use and display of the Licensed Mark. You may use and display the Licensed

Mark solely in connection with the tasks or services you identify in your Professional

Profile with respect to which you are in compliance with all relevant obligations,

representations, and warranties in the Agreement (including any that might restrict your

performance of certain tasks or services to certain locations) (“Qualifying Services”). For

example, you may not use the Licensed Mark to promote your provision of plumbing

services in a given location unless the provision of such services by you would be a

Qualifying Service which means for example, that plumbing is identified in your

Professional Profile and that your performance of plumbing services in that location

would be in compliance with any local licensing requirements. You may only use the

Licensed Mark for its intended use, and you may not misrepresent us, the GoDabo

Offerings or any other products or services of us, your affiliation with us, or the Licensed

Mark itself. The license granted hereunder is solely for the use of the Licensed Mark;

you do not have any right to use the GoDabo name or any other GoDabo mark or logo

except as part of the Licensed Mark, but only to any extent we include them in the

Licensed Mark.

(c)

You may access the Licensed Mark solely via the following methods: (i)

via a code snippet we provide to you for use online on your website, or (b) any other

method we generally offer. You may not make any changes or modifications to the

Licensed Mark (including the code snippet). Your use of the Licensed Mark shall be

only in the exact form and format in which we provide the Licensed Mark to you.

5.

Payment.

(a)

Your payment obligations are governed by this Agreement including all of

our then-current payment and pricing policies, which are hereby incorporated herein by

reference.

(b)

You will pay the then-current annual subscription fee for each year that

you are a Service Professional with us. As of the date of this version of the Terms and

Conditions, the annual subscription fee is $0.

(i)

By subscribing, you authorize us to charge you by means of your

provided payment method at the beginning of your initial one-year subscription term and

again at the beginning of any Renewal Term (defined below). We will, for example,

initiate an ACH transfer or process your credit card (for Canadian SP's, credit card only)

in advance, on a monthly, quarterly or annual basis, as applicable. You also authorize us

to charge you for any sales or similar taxes that may be imposed on your subscription

4payments. Upon the renewal of your subscription, if we do not receive payment from

your payment method or payment method provider you shall pay all amounts due on your

account upon demand; we may terminate or suspend your subscription and continue to

attempt to charge you by means of your payment method until payment is received.

(ii)

After your initial subscription period, and again after any

subsequent subscription period, your subscription will automatically continue for an

additional equivalent period (each a "Renewal Term"), at the then-current renewal price

("Renewal Price"). If you want to change or terminate your subscription, you may do so

solely by emailing GoDabo Customer Care at customercare@godabo.com. If you cancel

your subscription, you may use your subscription until the end of your then-current

subscription term; your subscription will not be renewed after your then-current term

expires, and you won't be eligible for any refund of any portion of the subscription fee

paid for the then-current subscription period.

(iii)

Any free trial or other promotion that provides a subscription to the

our Service Professional program automatically renews in the same manner as set forth

above , provided, however, that the price for any such Renewal Terms will be the

Renewal Price. You must cancel your subscription before the end of the trial period in

order to avoid being charged the Renewal Price.

(iv)

We are not obligated to refund any subscription fees, except solely

in the event you rescind or terminate your subscription within the seventy-two (72) hour

period following your agreement to purchase a subscription.

(c)

You will pay a call fee for each completed Call, which is deemed to occur

when we a customer calls you using the “Call for Estimate” link or phone number on

your Profile on the Website. We will initiate an ACH transfer or process your credit card

(for Canadian SP's, credit card only) every (30) days for all call fees incurred during that

period. You also authorize us to charge you for any sales or similar taxes that may be

imposed on your Customer Call payments. Our call fee charged to you for a Customer

Call becomes final thirty (30) days after you are billed for the call period if you do not

submit a credit request prior to the next billing cycle.

(i)

We will issue you a call credit ("Credit") for any such payment if

you provide us with notice that the Customer Call failed to meet the relevant Customer

Call Criteria.

(ii)

All Credits must be requested by you via your GoDabo call

tracking account (Currently CallCap) within thirty (30) days after the end of the monthly

billing cycle and monthly charge. You must list the reason for the call credit request in

the call tracking system, in the call notes section. All Customer Call Fees constitute

advertising fees paid by you to us and are in no way, referral commissions based upon

5your successful completion of services. Call Credits requested after (30) days will not be

considered and are considered valid and final charges.

(iii)

When we issue a Credit to you, at our election we will issue the

Credit to your GoDabo account or to your payment method. Credits that are issued to

your GoDabo account will be issued in US dollars.

(d)

You acknowledge that it is your responsibility to ensure that the payment

and communication methods that you have selected in your account (including your

Professional Profile), and all contact and billing information, are kept up-to-date and

accurate. You agree to promptly notify us if your payment method is canceled (including

if you lose your card or it is stolen), or if you become aware of a potential breach of

security (such as an unauthorized disclosure or use of your payment method). In addition,

you authorize us to obtain updated or replacement expiration dates and card numbers for

your credit or debit card as provided by your credit or debit card issuer.

(e)

You acknowledge that you will not receive a detailed account statement

unless you provide us with a valid email address or fax number. We will process your

balance due at the end of your billing period via your selected payment method. Past due

balances will be subject to a late charge equal to the lesser of 1.5% per month or the

maximum amount allowed by applicable law. In addition, any returned payments will

incur a $20 fee per transaction.

(f)

Any disputes about charges to your account must be submitted to us in

writing within thirty (30) days of the date such charges are incurred. You waive all

disputes not submitted to us within such thirty (30) day period, and all such charges will

be final and not subject to challenge.

(g)

Past due accounts may be turned over to a third-party collection agency

and reported to a credit rating agency. We may bill you for, and you agree to pay for, any

and all collection and related litigation fees.

(h)

No fee is due or payable to the extent such fee is in violation of any

applicable law.

(i)

You authorize us to charge you for any sales or similar taxes that may be

imposed on any payments you make under the Agreement.

6.

Content Provided by You and Other User-Provided Content.

(a)

You agree that all of the content and information posted by you or your

agents or designees in GoDabo Offerings, including but not limited to comments,

testimonials, photographs, questions, answers, and any other content (collectively, “SP-

Provided Content”), is our sole and exclusive property, and that you have no right to

reproduce, post, publish, or otherwise use the SP-Provided Content other than for your

6personal use relating to a service request made by means of the GoDabo Offerings.

Further, to the extent permitted under applicable law, you waive and release and covenant

not to assert any moral rights that you may have in any SP-Provided Content posted or

provided by you.

(b)

We may make SP-Provided Content available to be viewed by the general

public. We may elect not to treat such SP-Provided Content as private, proprietary, or

confidential.

(c)

We may elect to place advertising near and adjacent to SP-Provided

Content in any format or media (whether now or hereafter created) on or in GoDabo

Offerings in any manner that we deem appropriate or necessary, including, if submitted,

your name, voice and likeness throughout the world, and such acknowledgment and

agreement shall be perpetual and cannot be revoked for any reason.

(d)

We have the right to remove or refuse to post, or any reason or no reason

in our sole discretion, any “User-Provided Content,” meaning the Ratings and Reviews or

any other content in GoDabo Offerings that has been provided by Customers or other

users of GoDabo Offerings, including SP-Provided Content.

(e)

We have the right to take any action (e.g., edit, abridge, refuse to post, or

remove) with respect to any User-Provided Content that we deem necessary or

appropriate in our sole discretion, including if we believe that such User-Provided

Content violates the Agreement, including the “Content Standards,” (defined in Section

14.g).

(f)

We have the right to disclose your identity or other information about you

to any third party who claims that material posted by you to a GoDabo Offerings violates

their rights, including their intellectual property rights or their right to privacy.

(g)

Without limiting the foregoing, we have the right to fully cooperate with

any law enforcement authorities or court order requesting or directing us to disclose the

identity or other information of anyone posting any materials on or through any GoDabo

Offering. YOU WAIVE AND HOLD HARMLESS US AND OUR AFFILIATES,

LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING

FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING,

OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH

PARTIES OR LAW ENFORCEMENT AUTHORITIES.

(h)

We do not undertake to review material before it is posted in a GoDabo

Offering, and cannot ensure prompt removal of objectionable material after it has been

posted. Accordingly, we assume no liability for any action or inaction regarding

transmissions, communications, or content provided by any user or third party. We have

7no liability or responsibility to anyone for performance or nonperformance of the

activities described in this section.

(i)

If a dispute arises between a Customer and you or any other user(s), we

may hold any or all relevant SP-Provided Content that is in dispute in pending status until

we determine that the disputed has been resolved.

(j)

The content standards set forth in this Section (the “Content Standards)

apply to any and all User-Provided Content and use of GoDabo Offerings. User-

Provided Content must in its entirety comply with all applicable federal, state, local, and

international laws and regulations. Without limiting the foregoing, User-Provided

Content must not:

(i)

Contain any material that is defamatory, obscene, indecent,

abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.

(ii)

Promote sexually explicit or pornographic material, violence, or

discrimination based on race, sex, religion, nationality, disability, sexual orientation, or

age.

(iii)

Infringe any patent, trademark, trade secret, copyright, or other

intellectual property or other rights of any other person.

(iv)

Violate the legal rights (including the rights of publicity and

privacy) of others or contain any material that could give rise to any civil or criminal

liability under applicable laws or regulations or that otherwise may be in conflict with the

Agreement including our Privacy Policy.

(v) Be likely to deceive any person.

(vi) Promote any illegal activity, or advocate, promote, or assist any

unlawful act.

(vii) Cause annoyance, inconvenience, or needless anxiety or be likely

to upset, embarrass, alarm, or annoy any other person.

(viii) Impersonate any person, or misrepresent your identity or affiliation

with any person or organization.

(ix)

Involve commercial activities or sales, such as contests,

sweepstakes and other sales promotions, barter, or advertising.

(x)

Give the impression that they emanate from or are endorsed by us

or any other person or entity, if this is not the case.

8(xi) Be, or appear to be, false.

(xii) Disparage us.

(xiii) Threaten the personal safety of users of the GoDabo Offerings or

(xiv) Create liability for us.

the public.

7.

Reservation of Rights. You acknowledge and agree that the GoDabo Offerings are

not sold to you. You do not acquire any ownership interest in the GoDabo Offerings

under the Agreement, or any other rights thereto other than to use the GoDabo Offerings

in accordance with the Agreement, subject to all terms, conditions and restrictions, under

this Agreement. GoDabo and its licensors and service providers reserve and shall retain

their entire respective rights, title, and interests in and to the GoDabo Offerings, including

all copyrights, trademarks and other intellectual property rights therein or relating thereto,

except as expressly granted to you in this Agreement.

8.

Collection and Use of Your Information. You acknowledge that when you

download, install or use GoDabo Offerings, we may use automatic means (including, for

example, cookies and web beacons) to collect information about you and about your use

of the GoDabo Offerings. You also may be required to provide certain information about

yourself as a condition to downloading, installing or using the GoDabo Offerings or

certain of its features or functionality, and the GoDabo Offerings may provide you with

opportunities to share information about yourself with others. All information we collect

through or in connection with the GoDabo Offerings is subject to our Privacy Policy. By

downloading, installing, using and providing information to or through the GoDabo

Offerings, you consent to all actions taken by us with respect to your information in

compliance with the Privacy Policy.

9.

Geographic Restrictions. The GoDabo Offerings are based in the state of

Colorado in the United States and provided for access and use only by persons located in

the United States. You acknowledge that you may not be able to access all or some of the

GoDabo Offerings outside of the United States and that access thereto may not be legal

by certain persons or in certain countries. If you access the GoDabo Offerings from

outside the United States, you are responsible for compliance with local laws.

10.

Updates. We may from time to time in our sole discretion develop and provide

GoDabo Offerings updates, which may include upgrades, bug fixes, patches and other

error corrections and/or new features (collectively, including related documentation,

"Updates"). Updates may also modify or delete in their entirety certain features and

functionality. You agree that we have no obligation to provide any Updates or to continue

to provide or enable any particular features or functionality.

911.

Third Party Materials. The GoDabo Offerings may display, include or make

available third-party content (including data, information, applications and other products

services and/or materials) or provide links to third-party websites or services, including

through third-party advertising ("Third Party Materials"). You acknowledge and agree

that we are not responsible for Third Party Materials, including their accuracy,

completeness, timeliness, validity, copyright compliance, legality, decency, quality or any

other aspect thereof. We do not assume and will not have any liability or responsibility to

you or any other person or entity for any Third Party Materials. Third Party Materials and

links thereto are provided solely as a convenience to you and you access and use them at

entirely at your own risk and subject to such third parties' terms and conditions.

12.

DMCA Policy. We respect the intellectual property rights of others. If you

believe that your copyright has been infringed, please send us a notice as set forth in

Copyright and DMCA Policy, which is hereby incorporated into these Terms and

Conditions. For other intellectual property claims, please send us a notice at

dmcacopyrightnotice@godabo.com.

13.

Term and Termination.

(a)

The term of the Agreement commences on the Effective Date, as that term

is defined above, and will continue in effect until terminated by you or GoDabo as set

forth in this Section 12.

(b)

You may terminate this Agreement by deleting the Apps, all elements of

the GoDabo Offerings, and all copies thereof, from your mobile device and all other

systems and media on which the foregoing may reside.

(c)

We may terminate this Agreement at any time without notice and without

cause. In addition, the Agreement will terminate immediately and automatically without

any notice if you violate any of the terms and conditions of the Agreement.

(d)

Upon termination of the Agreement: (i) all rights granted to you under the

Agreement will also terminate, and you must cease all use of the Apps, all elements of

the GoDabo Offerings, and delete the foregoing and all copies thereof, from your mobile

device and all other systems and media on which the foregoing may reside.

14.

Representations and Warranties. You represent and warrant that:

(a)

Your Professional Profile is true and accurate.

(b)

You are, and at all times will be, properly and fully licensed, bonded and

insured (at levels in accordance with applicable industry standards) under all applicable

laws and trade regulations, and further, that you have not been turned down for insurance

coverage related to your provision of services with respect to which you participate in a

Customer Consultation.

10(c)

You, any predecessor entities, any majority shareholders, and partners or

members are free from, and have been free from as of three (3) years prior to your

entering this Agreement, any (i) bankruptcies, civil legal judgments within the last three

(3) years, and (ii) felony criminal convictions, OR you have provided us with an accurate

and truthful written statement detailing any exceptions.

(d)

You have not been sanctioned or penalized by any governmental

authorities in connection with your provision of services to any of your customers.

(e)

You have not been denied membership to (or had your membership

revoked from) any professional industry associations.

(f)

You had all necessary rights to post SP-Provided Content to a GoDabo

Offering, that the SP-Provided Content does and will comply with the Agreement, and

that you have all necessary rights to make the grants of rights to us set forth in the

Agreement. For purposes of this Section, the term “necessary rights” includes intellectual

property rights and any necessary releases from third parties.

15.

Disclaimer of Warranties.

(a)

You understand that we cannot and do not guarantee or warrant that files

available for downloading from the internet or any GoDabo Offering will be free of

viruses or other destructive code. You are responsible for implementing sufficient

procedures and checkpoints to satisfy your particular requirements for anti-virus

protection and accuracy of data input and output, and for maintaining a means external to

our site for any reconstruction of any lost data. TO THE FULLEST EXTENT

PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE

CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR

OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT

YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER

PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY

SERVICES OR ITEMS OBTAINED THROUGH ANY GODABO OFFERING OR TO

YOUR DOWNLOADING OF ANY MATERIAL POSTED ON ANY GODBABO

OFFERING, OR ON ANY WEBSITE LINKED TO ANY GODABO OFFERING.

(b)

YOUR USE OF ANY GODABO OFFERING, CONTENT OF ANY

GODABO OFFERING (INCLUDING USER-PROVIDED CONTENT OR CONTENT

PROVIDED BY SERVICE PROVIDERS), AND ANY SERVICES OR ITEMS

OBTAINED THROUGH ANY GODABO OFFERING (ALL OF THE FOREGOING

THE “SUBJECT SERVICES OR ITEMS”) IS AT YOUR OWN RISK. ANY SUBJECT

SERVICES OR ITEMS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE"

BASIS AND WITH ALL FAULTS AND DEFECTS, WITHOUT ANY WARRANTIES

OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT

PERMITTED UNDER APPLICABLE LAW, GODABO, ON ITS OWN BEHALF AND

11ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE

LICENSORS AND SERVICE PROVIDERS (THE “DISCLAIMING PARTIES”),

EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED,

STATUTORY OR OTHERWISE, WITH RESPECT TO THE SUBJECT SERVICES

OR ITEMS, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY,

FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT,

AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING,

COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT

LIMITATION TO THE FOREGOING, THE DISCLAIMING PARTIES PROVIDE NO

WARRANTY OR UNDERTAKING, AND MAKE NO REPRESENTATION OF ANY

KIND THAT THE SUBJECT SERVICES OR ITEMS WILL MEET YOUR

REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR

WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR

SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE

OR RELIABILITY STANDARDS OR BE ERROR FREE, AND THE DISCLAIMING

PARTIES MAKE NO WARRANTY OR REPRESENTATION WITH RESPECT TO

THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR

AVAILABILITY OF ANY SUBJECT SERVICES OR ITEMS. WITHOUT LIMITING

THE FOREGOING, NONE OF THE SUBJECT PARTIES REPRESENTS OR

WARRANTS THAT ANY SUBJECT SERVICES OR ITEMS WILL BE ACCURATE,

RELIABLE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED,

THAT ANY THE SERVER (OR OTHER MEANS) THAT MAKES ANY SUBJECT

SERVICES OR ITEMS AVAILABLE ARE FREE OF VIRUSES OR OTHER

HARMFUL COMPONENTS, OR THAT ANY GODABO OFFERING OR ANY

SUBJECT SERVICES OR ITEMS WILL OTHERWISE MEET YOUR NEEDS OR

EXPECTATIONS.

(c)

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR

LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE

APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF

THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

(d)

Your sole and exclusive remedy, and our sole obligation to you or any

third party for any claim arising out of your use of any Subject Items or Services is that

you are free to discontinue your use at any time.

16.

Limitation of Liability. TO THE FULLEST EXTENT PROVIDED BY LAW, IN

NO EVENT WILL WE, OUR AFFILIATES, OR ANY OF OUR OR THEIR

RESPECTIVE LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS,

OFFICERS, OR DIRECTORS (“SUBJECT PARTIES”) BE LIABLE FOR DAMAGES

OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN

CONNECTION WITH THE AGREEMENT, YOUR USE, OR INABILITY TO USE,

ANY SUBJECT SERVICES OR ITEMS, INCLUDING ANY DIRECT, INDIRECT,

12SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE

DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY,PAIN AND

SUFFERING, EMOTIONAL DISTRESS, PROPERTY DAMAGE, COST OF

SUBSTITUTE GOODS OR SERVICES, BUSINESS INTERRUPTION, COMPUTER

FAILURE OR INTERRUPTION, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF

BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL,

LOSS OF DATA, AND WHETHER ARISING OUT OF TORT (INCLUDING

NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, AND REGARDLESS

OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR THE RELEVANT

SUBJECT PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY TO YOU EXCEED

THE AMOUNT OF FEES ACTUALLY PAID BY YOU TO US DURING THE

PRECEEDING TWELVE (12) MONTHS, REGARDLESS OF THE BASIS OR FORM

OF CLAIM. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT

CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. SOME

JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO

SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY

TO YOU; FOR EXAMPLE, SOME STATES AND PROVINCES DO NOT ALLOW

LIMITATIONS ON OR EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL

DAMAGES. IN SUCH STATES AND PROVINCES, THE ABOVE EXCLUSIONS

MAY NOT APPLY TO YOU.

17.

Indemnification.

(a)

YOU ACKNOWLEDGE AND AGREE THAT TO KNOWINGLY

SHARE, DISTRIBUTE, TRANSFER, OR SELL A GODABO SERVICE REQUEST,

OR LEAD (OR THE INFORMATION CONTAINED THEREIN) OTHER THAN AS

EXPRESSLY SET FORTH IN THIS AGREEMENT, IS A VERY SERIOUS BREACH

OF CONTRACT AND FRAUDULENT MATTER THAT COULD CONSTITUTE

INVASION OF PRIVACY RIGHTS OR VIOLATIONS OF RIGHTS, SIGNIFICANT

COSTS AND DAMAGES TO OTHERS AND TO GODABO AND OTHER SERVICE

PROFESSIONALS. WE MAY LOSE TIME AND RESOURCES IN ITS EFFORTS TO

RESPOND TO SUCH A VIOLATION. THERE ALSO MAY BE REGULATORY

FINES AND PENALTIES IMPOSED FOR CONTACTING CONSUMERS AND

BUSINESSES IN A MANNER NOT IN ACCORDANCE WITH APPLICABLE LAWS

AND REGULATIONS INCLUDING BUT NOT LIMITED TO FEDERAL STATE

AND PROVINCIAL DO-NOT-CALL REGULATIONS AND FEDERAL STATE AND

PROVINCIAL ANTI-SPAM REGULATIONS. ACCORDINGLY, IF YOU

KNOWINGLY SHARE, DISTRIBUTE, TRANSFER, OR SELL A SERVICE

REQUEST, OR LEAD (OR THE INFORMATION CONTAINED THEREIN) OTHER

THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT (“WRONGFUL

DISCLOSURES”), YOU AGREE TO FULLY INDEMNIFY (IN ACCORDANCE

WITH SECTION 17(b) BELOW) THE INDEMNIFIED PARTIES (AS THAT TERM IS

13DEFINED IN SECTION 17(b) BELOW) AND ACKNOWLEDGE AND ACCEPT

LIABILITY TO US, FOR ALL THE DAMAGES, WHETHER DIRECT OR

INDIRECT, PUNITIVE AND CONSEQUENTIAL, AND ANY REGULATORY OR

JUDICIAL FINES OR PENALTIES THAT MAY ARISE FROM SUCH ACTIVITIES.

(b)

You shall fully protect, indemnify and defend GoDabo and all of its

agents, officers, directors, shareholders, suppliers, partners, employees, affiliates and

each of their successors and assigns ("Indemnified Parties") and hold each of them

harmless from and against any and all claims, demands, liens, losses, deficiencies,

damages, causes of action, judgments, settlements, interest, awards, penalties, fines,

costs, expenses of any kind (including attorneys’ fees), liabilities of any and every nature

whatsoever, including but not limited to personal injury, intellectual property

infringement, fraud, deceptive advertising, violation of any state, provincial or federal

laws or regulations, property damage, attorneys' fees and court costs, relating to or arising

in any manner, directly or indirectly, out of or in connection with, or in the course of or

incidental, to any of your work for or dealings with any customers, Wrongful Disclosures

(as defined in Section 17(a) above), your services, your breach of any representations,

warranties, and obligations under the Agreement, your advertising, SP-Provided Content,

or your use of the Licensed Mark, regardless of cause or of any fault or negligence of

GoDabo or other indemnified Parties and without regard to cause or to any concurrent or

contributing fault, strict liability or negligence, whether sole, joint or concurrent, active or

passive, by GoDabo or other Indemnified Parties. Furthermore, you agree that GoDabo

assumes no responsibility for SP-Provided Content.

18.

Export Regulation. The GoDabo Offerings may be subject to US export control

laws, including the US Export Administration Act and its associated regulations. You

shall not, directly or indirectly, export, re-export or release the GoDabo Offerings to, or

make the GoDabo Offerings accessible from, any jurisdiction or country to which export,

re-export or release is prohibited by law, rule or regulation. You shall comply with all

applicable federal laws, regulations and rules, and complete all required undertakings

(including obtaining any necessary export license or other governmental approval), prior

to exporting, re-exporting, releasing or otherwise making the GoDabo Offerings available

outside the US.

19.

US Government Rights. The Application is commercial computer software, as

such term is defined in 48 C.F.R. §2.101. Accordingly, if you are an agency of the US

Government or any contractor therefor, you receive only those rights with respect to the

Application as are granted to all other end users under license, in accordance with (a) 48

C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of

Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US

Government licensees and their contractors.

20.

Arbitration and Governing Law.

14(a)

Any controversy or claim arising out of or relating to the Agreement, or

the breach thereof, shall be settled by arbitration administered by the American

Arbitration Association in accordance with its Consumer Arbitration Rules (“AAA

CAR”), and judgment on the award rendered by the arbitrator(s) may be entered in any

court having jurisdiction thereof. Any arbitration shall be conducted in Denver,

Colorado.

(b)

The following proceedings may be commenced only in the federal of state

courts located in Denver, Colorado: any proceeding to enforce this arbitration provision,

including any proceeding to confirm, modify, or vacate an arbitration award; any

litigation in the event that this arbitration provision is for any reason held to be

unenforceable; any litigation in small claims court. You hereby irrevocably consent to

the jurisdiction of those courts for such purposes. You acknowledge and agree that

litigation in small claims court for any matter arising out of or relating to the Agreement

is not allowed except to any extent allowable under the AAA CAR.

(c)

The Agreement, including these Terms and Conditions, and any dispute

rising out of or relating thereto between you and us, shall be governed by and construed

in accordance with the internal laws of the state of Colorado without regard to principles

of conflicts of law, and any laws expressly identified in the AAA CAR but solely to the

extent of any limited purposes such laws would apply under the AAA CAR.

(d)

We each agree that any dispute resolution proceedings will be conducted

only on an individual basis and not in a class, consolidated, or representative action. If for

any reason a claim proceeds in court rather than in arbitration, we each waive any right to

a jury trial. We also both agree that you or we may bring suit in court to enjoin

infringement or other misuse of intellectual property rights. Notwithstanding anything to

the contrary in the Agreement, we may seek injunctive or other relief in any state, federal,

or national court of competent jurisdiction for any actual or alleged infringement of our

or any other person or entity's intellectual property or proprietary rights. You waive any

and all objections to the exercise of jurisdiction over you by such courts and to venue in

such courts.

(e)

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING

OUT OF OR RELATING TO THE AGREMENT OR USE OF ANY GODABO

OFFERING MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE

OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS

PERMANENTLY BARRED.

21.

Waiver. No waiver us of any term or condition set out in the Agreement shall be

deemed a further or continuing waiver of such term or condition or a waiver of any other

term or condition, and any failure by us to assert a right or provision under the Agreement

shall not constitute a waiver of such right or provision.

1522.

Severability. If any provision of the Agreement is held by a court or other

tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason,

such provision shall be eliminated or limited to the minimum extent such that the

remaining provisions of the Agreement will continue in full force and effect.

23.

Entire Agreement. The Agreement constitute the sole and entire agreement

between us regarding its subject matter, including the GoDabo Offerings, and supersedes

all prior and contemporaneous understandings, agreements, representations, and

warranties, both written and oral, regarding the foregoing.

24.

Modifications. Except to the extent the Agreement expressly allows us to revise

and update the Agreement, the Agreement may not be modified or amended other than by

an agreement signed by both parties.

25.

Assignment. You shall not assign or otherwise transfer any of your rights, or

delegate or otherwise transfer any of your obligations or performance, under the

Agreement without our prior written consent. Any purported assignment, delegation or

transfer in violation of this Section is void.

26.

Successors. This Agreement shall be binding upon and shall inure to the benefit

of the parties hereto and their respective permitted successors and permitted assigns.

27.

Headings or Titles. The section headings or titles in the Term and Conditions for

GoDabo Service Professionals are for convenience only and have no legal or contractual

effect.

28.

Singular and Plural. The singular of any term, including any defined term, shall

include the plural and the plural of any term shall include the singular.