Use of the RealTimeDesigner website (the “Site”) or any of the services offered on the Site (the “Services”) is subject to these Terms of Use contained in this document (the “Terms”). If you are agreeing to these Terms on behalf of a company or other legal entity, you must have the authority to bind such entity to these Terms. Your use of the Services shall be deemed to be your agreement to abide by these Terms. You are required to review these terms as they are updated occasionally on the Administration Page of the Site.

Specifically:

• 1.1 Igoodz, Inc. (the “Licensor”) hereby grants you a non-exclusive, non-transferable right to use the Site and Services for the term for which you have paid the applicable subscription fees (“License Term”), solely for your own business purposes.
• 1.2 The Site includes a combination of content created by the Licensor, his partners, and his licensee's. You may not transmit, participate in the transfer or sale of, reproduce, create derivative works of, distribute, publicly perform, reverse engineer, or in any way exploit any of the software, materials or content on the Site.
• 1.3 You are solely responsible for your content. Your data will be protected by Licensor with the same protective precautions that Licensor takes to protect proprietary information from unauthorized disclosure. Licensor will not, without your prior written consent, disclose any of Your Content to any thirty party, except to those bona fide individuals whose access is necessary to enable Licensor to perform its obligations described herein.
• 1.4 You warrant that you own or have sufficient legal right Your Content and that Your Content does not violate applicable law or the rights of any third party.
• 1.5 You may find content indecent, offensive, or objectionable. You bear all risks associated with using that content. Licensor has the right to remove any content that may, in Licensor's sole discretion is objectionable.

Licensor and/or its licensors owns all rights, title and interests, including all intellectual property rights, in and to the Site and the Services, the software, materials and other related content, excluding Your content, and any derivatives, suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Site or the Services. In addition, all content published on the Site are protected by Licensor's copyrights or trademarks or those of Licensor's partners or users.

• 3.1 You agree to pay the fees as shown. Past due balances will be subject to a late payment charge equal to one and one half percent (1.5%) per month.
• 3.2 Fees quoted are based on anticipated use and resources. If upon review, your usage of the service increases significantly faster than other clients, fees will be adjusted with 30 days notice. Our goal is to provide RealTimeDesigner for 1% or less of your sales but this is not always possible for all business models.
• 3.3 RealTimeDesigner will provide 3 months notice of any proposed fee increases for existing users due to incremental growth or inflation.
• 3.4 RealTimeDesigner will provide a billing credit of 1 day for any day which the RealTimeDesigner is not available for service for 1 hour or more due to technical difficulties of its code or servers. This does not apply to carrier or other outages beyond the data centers housing our equipment.

• 4.1 The Services will be automatically renewed upon the expiration of the then current License Term, unless you give Licensor written notice prior to the end of the then current License Term, of your intention to terminate the Services.
• 4.2 You may terminate any of the Services at any time by notifying Licensor in accordance with this Agreement.
• 4.3 Upon termination by Licensor of this Agreement or any part thereof in accordance with this Agreement as a result of your breach, negligence or default, Licensor will have no obligation to refund to you any fees paid by you. Licensor will make available to you a file of your data within 30 days of termination if you so request at the time of termination.

Licensor will provide support of the Site and Services through email and through its website. Support will be limited to basic instruction and correction of programming errors. Extended support will be available by separate agreement and/or direct billing at published rates.

The Site may contain links to other Internet sites owned by third parties. Your use of each of those sites is subject to the conditions, if any, that each of those sites have posted. Licensor is not responsible for any use of such sites or content on them.

• 7.1 All of the information that Licensor collects from you, such as registration information, will be kept in strict confidence and used only for the purpose of providing the Service to you and enhancement of the Service.
• 7.2 You acknowledge and agree that certain of the Services may be provided by Licensor's partners, and that your contact information may be provided to such partners in order for them to provide the Services, and such partners may contact you directly regarding other service offerings (you may opt out of receiving information about a partner's other service offerings by following the notice procedure set forth below).

You hereby agree to indemnify, defend and hold Licensor and all of Licensor's officers, directors, owners, employees, agents, affiliates, suppliers, partners and licensors harmless from and against any and all liability, losses, costs, and expenses (including attorneys' fees) incurred by any Licensor Party in connection with any claim, including, but not limited to, claims for defamation, violation of rights of publicity and/or privacy, copyright infringement, or trademark infringement, arising out of your use of the Site.

• 9.1 Licensor warrants that during the License Term, the Site will conform to the documentation provided by Licensor. In the event the Site does not conform to the documentation, if you promptly notify Licensor, Licensor will modify the Site so that it conforms. This is your exclusive remedy.
• 9.2 Licensor disclaim any responsibility for the deletion, loss or damage, destruction, the failure to store, or the untimely delivery of any Services.

Except to the extent prohibited by local law, in no event will IGOODZ, INC., or its employees or officers be liable for direct, special, incidental, consequential or other damages (including lost profit, lost data, or downtime costs), arising out of the use, inability to use, or the results of use of the software, whether based in warranty, contract, tort or other legal theory, and whether or not advised of the possibility of such damages. Your use of the software is entirely at your own risk. You understand that no results are promised by IGOODZ, INC. or its affiliates in regards to improvements in office productivity or revenues however measured, marketing, as a result of acquiring and using REALTIMEDESIGNER or its related software products or services as a result of using the REALTIMEDESIGNER software. The programs are licensed to user “as is”. The entire risk as to the quality and performance of the program is assumed by you. Should the program prove defective, you assume the entire cost of all servicing, repair or correction, (unless IGOODZ, INC. in its absolute discretion elects to perform the work). You shall be solely responsible for any documents produced by the program or other use of the programs and the contents thereof. Company agrees to indemnify and hold IGOODZ, INC. from and against any and all claims, costs damages, liabilities or expenses, including attorneys fees, pertaining to, or arising in connection with, any use by company or its employees, independent contractors of the documents composed by the program or the information contained therein. IGOODZ, INC. makes no representation or warranty with respect to the programs or the contents thereof, or the contents of any document composed thereby, and specifically disclaims any implied warranties of merchantability or fitness for a particular purpose or use. Except as may be contrary to local law, IGOODZ, INC. shall have no liability for compensatory, special, incidental, consequential or exemplary damages.

Any dispute arising out of or relating to this Agreement or the Site will be finally settled by arbitration, except that Licensor may bring an action in a court of competent jurisdiction with respect to any dispute affecting Licensor's intellectual property rights whether statutory or contractual. The arbitration will be conducted in accordance with the commercial arbitration rules of the American Arbitration Association.

• 12.1 You will provide Licensor with true, accurate, current, and complete information. You are responsible for maintaining the confidentiality of your accounts and passwords. You agree to immediately notify Licensor of any unauthorized use of your passwords or accounts or any other breach of security.
• 12.2 You will be responsible for all activity occurring under your accounts and will comply with all applicable local, state, and foreign laws, treaties and regulations in connection with your use of the Services, including without limitation, laws and regulations governing data privacy, international communications and transmission of technical or personal data.
• 12.3 The technology and the software underlying the Site and the Services is the property of Licensor and/or Licensor's affiliates, suppliers and partners. You agree not to copy, modify, rent, lease, loan, sell, assign, distribute, reverse engineer, grant a security interest in, or otherwise transfer any right to the technology or software underlying the Site or the Services. You agree not to modify the software underlying the Site in any manner or form or to use modified versions of such software, including (without limitation) for the purpose of obtaining unauthorized access to the Site.
• 12.4 If you choose a username that, in Licensor's sole discretion, is obscene, indecent, abusive or that might otherwise subject Licensor to public disparagement or scorn, Licensor reserve the right, without prior notice to you, to automatically change your username, delete your posts from Licensor's sites, deny you access to Licensor's sites, or any combination of these options.
• 12.5 Unauthorized access to the Site is a breach of this Agreement and a violation of the law. You agree not to access the Site by any means other than through the interface that is provided by Licensor for use in accessing the Site. You agree not to use any automated means, including, without limitation, agents, robots, scripts, or spiders, to access, monitor, or copy any part of the Site.
• 12.6 You will not mask, hide or otherwise cause the Licensor's name, copyright or tag line to be removed from view of your clients without express, written consent of the Licensor. Licensor has afforded you many possibilities for customizing your site. Use care when customizing your site to make sure any changes you make do not violate this policy. If at any time, the Licensor's name, copyright or tag line do not appear when you or your clients are using the Site, you are to notify the Licensor immediately.

IGOODZ, INC. will honor a thirty day “Unconditional Money Back Guarantee” which will refund to you, with credit to the same payment method, a refund of initial prepaid setup fee, less any expenses to date, for any setup work that has been completed as of the notice of intent to cancel. Expense to date shall include all work done to install the software including acitvation, customization, training and technical support at the published rates, as determined by the level of skills required for the tasks performed. After 30 days, Cancelation will be in accordance with aforementioned Termination Policy.

• 14.1 The Site features trademarks and logos that are the property of Licensor and/or its affiliates, partners and licensors. The Site also may include trademarks or logos of other third parties. All of these trademarks, service marks and logos are the property of their respective owners, and you agree not to use them in any manner not allowed by the applicable owner.
• 14.2 Licensor's failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. This Agreement and your right to use the Services may not be assigned by you without the prior written approval of Licensor.
• 14.3 This Agreement, including any applicable Fee Schedule and all terms, conditions, and policies that are incorporated into these terms by reference, constitute the entire agreement between you and Licensor and govern your use of the Site and Services.
• 14.4 This Agreement will be construed in accordance with the laws of the State of FLORIDA, excluding its conflicts of law principles, and the federal laws of the United States.
• 14.5 If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, the invalid or unenforceable provision will be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties and the intent of the original provision. In any event, all other terms which remain valid and enforceable will survive and remain in full force and effect.