SHARPLOGIC TERMS AND CONDITIONS OF SERVICE

(Last updated October 15, 2009)

Thank you for your interest in SharpLogic Software Inc., (“SharpLogic”) and our websites located at http://www.sharplogic.com, http://www.BoostWeb20.com, http://events.BoostWeb20.com, http://www.BoostVirtualEvents.com, and http://www.SpeakFlow.com (the “Sites”). SharpLogic provides various services through these Sites. Such services and Sites are collectively referred to in this Agreement as the “Services” and are subject to these Terms and Conditions of Service.

PLEASE READ THE FOLLOWING TERMS CAREFULLY BEFORE ACCESSING THE SERVICE. THESE TERMS OF SERVICE (THIS “AGREEMENT”) ARE A LEGAL AND BINDING AGREEMENT BETWEEN YOU AND SHARPLOGIC. BY COMPLETING THE SHARPLOGIC REGISTRATION PROCESS OR OTHERWISE ACCESSING OR POSTING CONTENT ON THE SERVICE, YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT USE THE SERVICE.

The Services
SharpLogic Software Inc. (“SharpLogic”) provides:

- A marketing website located on the World Wide Web at http://www.sharplogic.com.

- Hosted Web services located on the World Wide Web at http://www.BoostWeb20.com.

- Virtual event services located on the World Wide Web at http://www.BoostVirtualEvents.com and http://events.BoostWeb20.com.

- Non-linear presentation tools located on the World Wide Web at http://www.SpeakFlow.com.

Subject to these Terms of Use, we grant to you a limited, personal, non-exclusive, non-transferable license to use the Service for your personal use and not for resale or further distribution. Your right to use the Service is limited by the terms set forth in these Terms of Use. Except as otherwise explicitly provided in these Terms of Use or as may be expressly permitted by applicable law, you will not, and will not permit or authorize third parties to: (a) reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer, or create derivative works of the Service; (b) rent, lease, or sublicense access to the Service; nor (c) circumvent or disable any security or technological features or measures of the Service.

Registration
In registering with SharpLogic or any of its Services, you must provide us with certain requested information about yourself related to the Services, and the general management of your account with SharpLogic, such as, your name, email address and billing information (the “Registration Data”). You represent that all information that you provide to SharpLogic is and will be accurate, complete and timely at the time that it is given. Information collected from you by SharpLogic is governed by the SharpLogic Privacy Policy, a copy of which is available at http://www.sharplogic.com/privacypolicy.htm. Minors may not use the Service. By accepting this Agreement, you represent and warrant that you are at least 18 years old.

Fees
Any fees or payments owed by you in connection with the Services are payable in advance and are not refundable in whole or in part, except as otherwise provided in this Agreement.

Access to the Service; Modifications to Service

SharpLogic does not provide you with the equipment to access the Services. SharpLogic reserves the right to modify or discontinue, temporarily or permanently, all or part of the Services without notice. We will not be liable to you or any third party for any modification, suspension, or discontinuance of the Service, except that you are only entitled to a prorated refund representing the unused (as of the date of termination) portion of any fees that you have paid in advance if we permanently discontinue the Services.

Modifications
SharpLogic reserves the right, at is sole discretion, to change, modify, add or remove portions of this Agreement at any time. When this Agreement is modified, SharpLogic will revise the “Last Updated” date above. It is your responsibility to check the terms in this Agreement periodically for changes. Your continued use of the Services following the posting of changes to the Agreement will be subject to the then current Terms of Service, which shall supersede all earlier versions.

User Content
You are solely responsible for the photos, messages, notes, text, information, music, video, advertisements, listings, and other content that you upload, publish or display (hereinafter, "post") in connection with the Services or the Sites, or transmit to or share with other users (collectively the "User Content"). You may not post, transmit, or share User Content on the Sites or Services that you did not create or that you do not have permission to post. You are solely responsible at your sole cost and expense for creating backup copies and replacing any User Content you post or store on the Sites or provide to SharpLogic. When you post User Content to the Sites, you authorize and direct us to make such copies thereof as we deem necessary in order to facilitate the posting and storage of the User Content on the Sites. By posting User Content to any part of the Sites, you automatically grant, and you represent and warrant that you have the right to grant, to SharpLogic a nonexclusive, irrevocable, perpetual, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such User Content on or in connection with the Sites or the promotion thereof, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses of the foregoing. You may remove your User Content from the Sites at any time. If you remove your User Content, the license granted above will expire, however you acknowledge that SharpLogic may retain archived copies of your User Content. SharpLogic does not assert any ownership over your User Content; rather, as between us and you, subject to the rights granted to us in these Terms, you retain full ownership of all of your User Content and any intellectual property rights or other proprietary rights associated with your User Content.

As such, you agree to indemnify and hold SharpLogic entirely harmless from and against any and all costs, damages, liabilities, and expenses (including attorneys’ fees) incurred by SharpLogic in relation to, arising from or for the purpose of avoiding any claim or demand from a third party that your Submissions, your use of the Sites or the use of the Sites by any person using your screen name and/or password violates any applicable law or regulation, or the rights of any third party.

Password Restricted Areas of the Site
Certain areas of the Site may be password restricted to registered users (“Password-Protected Areas”). If you have registered as an authorized user to gain access to these Password-Protected Areas, you agree that you are entirely responsible for maintaining the confidentiality of your password, and agree to notify SharpLogic if the password is lost, stolen, disclosed to an unauthorized third party, or otherwise may have been compromised. You agree that you are entirely responsible for any and all activities that occur under your account, including any fees that may be incurred under your password-protected account, whether or not you are the individual who undertakes such activities. You agree to immediately notify SharpLogic of any unauthorized use of your account or any other breach of security in relation to your password or the Sites that is known to you.

Service Use Policies
SharpLogic asks that you respect our on-line community and participating individuals. Your conduct should be guided by common sense and basic etiquette. To further these common goals when posting User Content or otherwise using the Services, you agree not to:

1. Use SharpLogic’s facilities, services or resources (including the Sites) in a manner with violates any applicable laws, regulations or third party rights;

2. Defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) or others; use racially, ethnically, or otherwise offensive language; or use explicit or obscene language or solicit, transmit, or post sexually explicit images (actual or simulated) in connection with your use of the Sites;

3. Intentionally seek information on, obtain copies of or modify files, other data or passwords belonging to other users without permission; solicit a member’s password or other account information; or harvest user names, email addresses or other personal information for any purpose;

4. Use the Services in connection with any content for which you do not have the right to copy, transmit, modify, and play back or display;

5. Post photographs of another person without such person’s consent;

6. Promote information that you know to be false or misleading or that promotes or facilitates illegal activities, piracy, or conduct that is abusive, threatening, obscene, defamatory or libelous;

7. Use SharpLogic’s facilities, services or resources in a manner which interferes with or disrupts other network users, services or equipment. Such interference or disruption includes, but is not limited to: (i) propagation of computer worms or viruses, (ii) use of the network to make unauthorized entry to other computational, information or communications devices or resources. This includes unauthorized security probing activities or other attempts to evaluate the security integrity of a network or host system without permission;

8. Use SharpLogic’s facilities, services or resources for commercial purposes, or for the benefit of any third parties; or

9. Use the Service in a manner that SharpLogic reasonably deems to be inappropriate (e.g., unauthorized access, denial of service attacks, etc.)

Disclaimer of Warranties
EXCEPT AS EXPRESSLY PROVIDED HEREIN. SHARPLOGIC PROVIDES THE SITE ON AN “AS IS” BASIS AND GRANTS NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SITE. SHARPLOGIC SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. You acknowledge and agree that SharpLogic does not warrant that access to the service and the Site or the Service will be uninterrupted, error-free or without compromise or infiltration of security systems. Use of any information obtained via the Site, the Web Administration Services, or otherwise through the MOS network is at your own risk. MOS specifically deny any responsibility for the accuracy or quality of information obtained through our site or services.

Limitation of Liability
IN NO EVENT WILL SHARPLOGIC OR ITS THIRD PARTY PROVIDERS be liable to you or any third party claiming through you for any indirect, consequential, exemplary, punitive, special or incidental damages, including without limitation, damages arising from claims related to personal injury or death, loss of data, lost revenue, lost profits, loss of use or other economic advantage, change in applicable government regulations, regardless of the form of the action and regardless of whether SharpLogic or its third party providers have been advised of the possibility of such damages. Notwithstanding the foregoing limitations, in no event will the total, cumulative liability of SharpLogic or its third party providers for damages under this Agreement exceed one hundred dollars ($100.00).

Indemnification
You shall, at your expense, indemnify, hold harmless, and at SharpLogic’s option and request, defend SharpLogic, our third party providers, and our officers, employees, and agents from any cost, expenses (including attorneys’ fees), losses, damages or liabilities incurred arising out of your actual or alleged (i) failure to perform any obligation under this Agreement, or (ii) illegal, harmful or fraudulent conduct.

Notices of Copyright Infringement
SharpLogic respects the intellectual property rights of others, and asks you to do the same. SharpLogic may, in appropriate circumstances and at its discretion, terminate service to users who infringe the intellectual property rights of others. If you believe that your work has been posted on the Sites in a way that constitutes copyright infringement, please contact SharpLogic at the address below and provide the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed, and identification of the URL or other specific location on the Sites where the material that you claim is infringing is located; (3) your address, telephone number, and email address; (4) 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 (5) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

SharpLogic’s designated agent for notice of copyright infringement can be reached at:

SharpLogic Software Inc.

Attention: Copyright Compliance Officer

16625 Redmond Way

Suite M PMB 206

Redmond, WA 98052

877.878.3909

info@sharplogic.com

General Provisions
Enforcement of this Agreement will be governed by the laws of the State of Washington, USA, excluding its conflict and choice of law principles. The exclusive jurisdiction and venue for any claims arising out of or related to this Agreement or your use of the Service will lie in the State and Federal courts located in King County in the State of Washington, and you irrevocably agree to submit to the jurisdiction of such courts. The failure of SharpLogic to enforce any right or provision in this Agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to by SharpLogic in writing. In the event that a court of competent jurisdiction finds any provision of this agreement to be illegal, invalid or unenforceable, the remaining portions will remain in full force and effect. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned in whole or in part by SharpLogic without restriction. This Agreement comprises the entire agreement between you and SharpLogic and supersedes all prior or contemporaneous negotiations, discussions or agreements, if any, between the parties regarding the subject matter contained herein.

Contact Us
SharpLogic can be reached using the following contact information: