ACCREDITED MEMBERS, INC. ANNUAL PROFILE AGREEMENT

A. WHEREAS, the AMI has designed and built a comprehensive online marketplace and social network for that provides financial research services and provides accredited and affluent investors looking to discuss and investment opportunities, and to also provide members a means to present information to appropriate members regarding their business.

NOW THEREFORE, in consideration of the mutual agreements, promises and undertakings set forth in this Agreement, and intending to be legally bound by this Agreement with the signed contract date by the “Customer” representing the start date of the contract, the parties hereto agree as set forth herein:

a.           The fee for the Profile is $100,000 and is made up of two components.

 

                                b.           Cash Payments of $1,000 per month ($12,000 Annual) which the first month’s fee must be submitted to AMI as a deposit along with this Signed Agreement.  The remaining monthly payments will be invoiced by AMI and paid according to the payment terms and conditions specified in the invoice.

 

4. Content.

a.           Customer agrees and acknowledges that the Profile and any and all comments or updates posted on the Site by Customer or any of its representatives are subject to the Terms and Conditions.

b.           Customer agrees and acknowledges that its Profile (or any other materials it posts on the Site) shall not include any materials that offer securities for sale, barter or exchange.

c.           Customer acknowledges that the Site is a membership only online marketplace and network whereby AMI members can review and comment on certain issues and materials, including the Profile.  Customer agrees and acknowledges that unless a third party comment violates the Terms and Conditions such comments will not be edited or removed from the Site by AMI.

d.           Subject to the Terms and Conditions, Customer agrees and acknowledges that in now way is AMI responsible for information, commentary or any other form of content posted on the Site by a third party.  Subject to the terms of this Agreement, AMI expressly disclaims any and all responsibility or liability for information posted by third parties on the Site.

5.           Not a Broker/Dealer     AMI is not a financial intermediary, finder, placement agent, broker/dealer, investment advisor, or exchange and does not provide any services as such.

6. Customer Warranties.  

a.      Customer warrants that with respect to any materials it provides to AMI to be used as part of the Profile, Customer has authorization for the unrestricted use of such materials in connection with the publishing, advertising, promotion, and exploitation on the Site.  Customer further warrants that all materials and content provided by Customer to be used in or as part of the Profile do not and shall not infringe upon any third party copyright, patent, trade secret or other proprietary right.  The use by AMI of any and all Customer materials in accordance with this Agreement shall not violate the rights of any third party and will not give rise to any claim of such violation.

b.           Customer warrants that it has full authority to enter into this Agreement.  

c.      Customer warrants that its Profile, and use of the Site in any manner, shall comply with all applicable federal, state, and local laws.  

7.           Limits on Liability.

a.           AMI SHALL NOT BE LIABLE TO CUSTOMER FOR ANY DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, CONSEQUENTIAL, OR ANY OTHER FORM OF MONEY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOST PROFITS OR LOSS OF INFORMATION OF ANY KIND, HOWEVER CAUSED, ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE BY AMI OF THE SERVICES PROVIDED HEREUNDER, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, THE NEGLIGENCE OF AMI, STRICT LIABILITY IN TORT OR OTHERWISE, AND WHETHER OR NOT AMI HAS BEEN MADE AWARE OF THE POSSIBILITIES OF SUCH DAMAGES.  PROVIDED, HOWEVER, IF CUSTOMER’S DAMAGES ARE PRIMARILY CAUSED BY AMI’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR VIOLATION OF LAW, THE LIMITS OF LIABILITY SET FORTH IN THIS SECTION 4 SHALL NOT APPLY.

b.           AMI shall not be liable for interruptions caused by failure of equipment or services not provided by AMI, failure of communications, power outages, or other interruption not within the reasonable control of AMI.

8.           Disclaimer of Warranties.      Customer agrees that the Site and the services provided by AMI to the Customer under this Agreement are “AS IS”, “WITH ALL FAULTS” and “AS AVAILABLE.”  AMI makes no express or implied warranty about the services it provides Customer.  To the extent permitted by law we disclaim implied warranties that the services provided under this Agreement are merchantable, of satisfactory quality, or fit for a particular purpose.  AMI does not guaran tee that the services provided to Customer under this Agreement will produce any particular result for the Customer, will be effective, reliable or, meet the Customer’s needs.

9.           Indemnification.

a.           CUSTOMER SHALL INDEMNIFY AND HOLD AMI, ITS SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS, HARMLESS FROM AND AGAINST ANY AND ALL DAMAGES, COSTS, LIABILITIES AND EXPENSES, INCLUDING ATTORNEYS’ FEES, ARISING OUT OF OR RELATED TO (a) ANY VIOLATION OF LAW, RULE OR REGULATION BY CUSTOMER, (b) CUSTOMER’S INFRINGEMENT OF ANY THIRD PARTY’S RIGHTS, OR (c) ANY OTHER BREACH OF THIS AGREEMENT BY CUSTOMER.

                b.           AMI SHALL INDEMNIFY AND HOLD CUSTOMER, ITS SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS, HARMLESS FROM AND AGAINST ANY AND ALL DAMAGES, COSTS, LIABILITIES AND EXPENSES, INCLUDING ATTORNEYS’ FEES, ARISING OUT OF OR RELATED TO ITS DUTIE AND OBLIGAITONS UNDER THIS AGREEMENT THAT ARE CAUSED IN WHOLE OR IN PART BY THE NEGLIGENT ACT OR OMISSION OF AMI.

10.Confidentiality.

 

Each party acknowledges that it will have access to certain confidential information of the other party concerning the other party's business, plans, customers, technology, products, and other information held in confidence by the other party (“Confidential Information”).  Confidential Information will include all information in tangible or intangible form that is marked or designated as confidential or that, under the circumstances of its disclosure, should be considered confidential.  Each party agrees that it will not use in any way, for its own account or the account of any third party, except as expressly permitted by, or required to achieve the purposes of, this Agreement, nor disclose to any third party (except as required by law or to that party’s attorneys, accountants and other advisors as reasonabl y necessary), any of the other party’s Confidential Information and will take reasonable precautions to protect the confidentiality of such information that are at least as stringent as it takes to protect its own Confidential Information.

 

Information will not be deemed Confidential Information hereunder if such information:  (i) is known to the receiving party prior to receipt from the disclosing party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (ii) becomes known (independently of disclosure by the disclosing party) to the receiving party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (iii) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the receiving party; or (iv) is independently developed by the receiving party.  The receiving party may disclose Confidential Information pursuant to the requirements of a governmental agency or by operation of law, provided that it gives the disclosing party reasonable prior written notice sufficient to permit the disclosing party to contest such disclosure.

 11.           Force Majeure.  Neither party shall be liable for any failure to perform hereunder where such failure is due to circumstances beyond its reasonable control including, without limitation, circumstances created by any act of God, epidemic, acts of civil, military or governmental authorities, war, sabotage, strike, lockout or other labor disturbance or dispute, riot, flood, fire, earthquake, unavailability or shortages of parts, supplies, materials, fuel, energy, materials or manufacturing or transportation facilities.

 

                 12.           Assignment.  This Agreement is personal to the parties and may not be assigned by Customer, in whole or in part, without the prior written consent of AMI.

 

            13.           Governing Law. This Agreement and any amendments thereto shall be governed by and construed in accordance with the laws of the State of Colorado, with venue to be in any court of competent jurisdiction in the County of Arapahoe, Colorado.

14.           Counterparts.  This Agreement may be executed in multiple counterparts, all of which taken together shall constitute one and the same document.

 

                15.           Severability.  Invalidation of any of the provisions of this Agreement or of any paragraph, sentence, clause, phrase or work herein, or the application thereof in any given circumstance, shall not affect the validity of any other provision of this Agreement.

 

                16.           Entire Agreement.  This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements heretofore in force between the parties hereto. This Agreement or any part hereof may not be modified, waived, or changed except in writing signed by both AMI and the Customer.

 

                17.           Attorney Fees.  In the event that it becomes necessary for either party to bring a legal action to enforce or interpret any provision of this Agreement, the prevailing party shall be entitled to collect from the other party, in addition to any other remedy that may be awarded by the court, the amount of the prevailing party's costs and reasonable attorney fees in such an action.

18.           Survival.  Sections 7, 8, and 9 and such other sections as the context reasonably requires shall survive the expiration or termination of this Agreement.

IN WITNESS WHEREOF, this Agreement is executed as of the day and year set forth below.