IMPORTANT -- READ CAREFULLY BEFORE USING THIS SOFTWARE OR THE RELATED SERVICES:

By clicking on the "I agree to be bound by the terms and conditions." checkbox at the bottom of the screen you agree to be and are hereby bound by the terms of this License and Subscriber Agreement (this "Agreement"). The Licensed Software is licensed to you from Business Assistant, LLC ("BALLC") subject to the terms and conditions of this Agreement. If you do not agree to the terms of this Agreement, you must not install or use the Licensed Software or any of the related services.

Grant of License.

Subject to the terms of this Agreement, BALLC hereby grants to you a non-exclusive, non-transferable, non-assignable, revocable license, without the right to sublicense or assign, to have you and/or your employees use the Licensed Software and related services, including any programs, publications, services, features, documentation, data, information and related files and materials solely in connection with your internal business operations in the United States. The Licensed Software and related services are for your internal business use only, and you shall not for resale or otherwise make them available to any third party.

Restrictions on Use.

You represent, warrant and covenant that neither you nor any of your employees, subcontractors or other personnel will attempt to reverse engineer, reverse assemble, disassemble, decompile, or otherwise attempt to discover the source code of any element of the Licensed Software. You shall not resell or otherwise make the Licensed Software or access to the Licensed Software available to any third party.

Reservation of Rights.

BALLC reserves all rights not expressly granted to you herein, and no other rights and licenses are granted or will be deemed to be granted hereunder. You do not have the right to assign, transfer or sublicense to any third party any of the rights or licenses granted herein without BALLC's prior written consent.

Ownership.

You acknowledge and agree that all the worldwide rights, title and interest to and ownership of the Licensed Software, all patent rights, copyrights, trademarks and all other proprietary rights with respect to the Licensed Software shall at all times remain with BALLC or its licensors. You will honor and retain all of BALLC's and third parties' copyright and proprietary right notices that appear on or in the

Licensed Software.

Term.

This Agreement will be effective as of the date of acceptance and remain in full force and effect provided you are current in the payment of all amounts due to BALLC hereunder, unless terminated earlier by the parties as provided herein. Subscription requires a one (1) year annual agreement.

Termination.

You may terminate this Agreement by giving 30 days prior written notice to BALLC. BALLC may terminate this Agreement effective immediately in the event of any breach by you of any of the provisions of this Agreement.

Effect of Termination.

Upon any termination of this Agreement, the rights granted to you hereunder will immediately terminate. You agree to return all documents, copies, disks and other material of any kind relating to the Licensed Software and services to BALLC. The termination of this Agreement for any reason will not relieve you of your obligation to pay any amount due and owing prior to the termination date and will not affect any other rights or liabilities of the parties which may have accrued prior to the date of termination.

Monthly Fees.

You shall pay the initial license fees set forth in the Order Form without invoice or demand upon signing the Order Form. The Initial License Fees set forth in the Order Form are non-refundable and will not be deemed a credit against any other fees due.

You shall pay the monthly charges and fees for the subscription to the Licensed Software (the "Monthly Fees") set forth in the Order Form within 30 days upon receipt of an invoice. BALLC may invoice you for any Monthly Fees up to 30 days in advance of the month to which the fee pertains. Monthly Fees will not be pro-rated.

Additional Monthly Fees.  BALLC will charge you an extra $15 fee per subscriber per month for accounts paying with a business checking account (ACH) on a monthly recurring debit.  By paying the annual subscription fee you can avoid paying this additional fee entirely.

Changes in Monthly Fees.

BALLC may change the Monthly Fees at any time by providing you 30 days prior written notice. You may terminate your license to the Licensed Software as of the effective date of any such fee change, by giving BALLC written notice of termination prior to the effective date of the fee change.

Taxes.

You will be responsible for, and agree to pay, all applicable state, local, federal and governmental taxes, duties or charges that may be levied upon either party in connection with this Agreement, except for taxes based on BALLC's net.

Limited Warranty.

The performance of the Licensed Software varies with various manufacturers' equipment with which it is used. BALLC does not warrant the level of performance of the Licensed Software or that the subscription or the functions or features contained in the Licensed Software will meet your requirements, or operate without interruption or be error-free.

Disclaimer of Warranties.

THE LICENSED SOFTWARE AND SUBSCRIPTION ARE PROVIDED ON AN AS IS BASIS, WITHOUT WARRANTIES OF ANY KIND. BALLC HEREBY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND (WHETHER EXPRESS, IMPLIED, STATUTORY OR ARISING BY CUSTOM OR TRADE), INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, DESIGN AND FITNESS FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY BALLC IN PERFORMING ITS OBLIGATIONS HEREUNDER WILL CREATE ANY WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE WARRANTIES MADE BY BALLC. SPECIFICALLY, BALLC EXPRESSLY DISCLAIMS ALL WARRANTIES WITH REGARD TO THE ACCURACY OF INFORMATION PROVIDED BY THE LICENSED SOFTWARE AND RELATED SERVICES, INCLUDING BUT NOT LIMITED TO INFORMATION REGARDING QUOTES, COVERAGE AND RATES. YOUR USE OF THE LICENSED SOFTWARE AND RELATED SERVICES IS COMPLETELY AT YOUR OWN RISK.

Limited Liability.

BALLC SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND WHATSOEVER, INCLUDING WITHOUT LIMITATION DAMAGES RESULTING FROM INTERRUPTION OF BUSINESS OR LOSS OF ANTICIPATED PROFITS, REVENUES, DATA OR BENEFITS, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FORM OF ANY LEGAL OR EQUITABLE ACTION BROUGHT AGAINST BALLC.

Choice of Law.

This Agreement will be governed by the laws of the State of Colorado without regard to its principles of conflicts of laws. The parties stipulate and agree that any litigation arising from or relating to this Agreement will be filed and prosecuted in Colorado.

Severability.

If any provision of this Agreement is unenforceable, the remaining provisions will remain in effect, to be construed as if the unenforceable provisions were originally deleted.

Entire Agreement.

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous written or oral understandings, proposals, offers, representations, agreements and communications with respect to the subscription.

Changes in Terms and Conditions.

BALLC reserves the right to amend, modify, revise, and restate, at any time and from time to time, the terms and conditions, without notice. Continued payment of your subscription fees and through your continued use of the website, binds you to any amended, modified, revised, or restated terms and conditions. BALLC recommends that users of this website periodically review the terms and conditions, as they are subject to change.

BALLC Access Requirements:

1. All users ID maintenance is the responsibility of the agent or account holder in your organization.

2. Each user is required to have a unique user Username & Password. 3. User passwords will automatically renew every 30 days so long as the subscriber is current with its subscription fees. It is the responsibility of the user to protect their password, and not let other users/agents use their subscription (Username & Password).

If a user shares reports, and/or replicates information, its subscription will be cancelled and the remainder of any prepayments made shall not be reimbursed.

Automatic Debit Rights: By signing this agreement, I expressly agree and allow service provider ("BALLC") to debit by any method, my checking, savings, and/or credit card accounts listed on this, and/or other accompanying documents, or any other account(s) that may become known to "BALLC" without prior notification, to satisfy any and all charges arising from this agreement. Merchant will be billed monthly for all services contracted for in this and any accompanying documents or agreements by "BALLC", at the discretion of "BALLC". I understand that the first payment or billing through my authorized bank account or credit card account for the services described herein, or in the accompanying documents, may occur prior to the completion of the installation of my merchant account or final delivery process.

Miscellaneous: I authorize "BALLC" to charge me for any returned checks, whether they are returned for insufficient funds, stop payment, or account closed. I accept the fee of $25.00 per returned check, which may also be billed to my account without notice to me.

MONTHLY SERVICE PACKAGE: I expressly understand and agree that the Monthly Service Package listed below governs the rate terms of my merchant agreement with "BALLC" Direct, LLC, and that I will be billed monthly for the services according to the following terms:

The FIRST and LAST month billing will be collected the day following inception of service, with the single monthly billing beginning approximately 30 days later.

If at any time I wish to change my choice of plan, I may do so by notifying "BALLC", in writing, at least ninety (90) days prior to the requested change. Any such changes shall require an addendum to this agreement be executed by the merchant. "BALLC" may from time to time, and in its sole discretion, adjust or alter the prices for service packages, and that any such adjustment will be accompanied by notice from "BALLC" at least one hundred and twenty (120) days prior to the effective adjustment date. Should merchant object to any such adjustments, merchant may choose a different service package, or may cancel this agreement without charge. If you do not object, and continue to process for thirty (30) days after receiving notice of the fee change, you will be deemed to assent to the new rates.

I agree to be bound by the terms and conditions.