This is an Agreement between Group Play International, Inc. (“The Company”) and you ("you" or "your"), the user. This agreement explains the terms which transactions between you, and The Company and our responsibilities toward each other.

The Effective Date of this agreement shall be the date that you complete the signup process.

Electronic Signatures in Global and National Commerce Act, 15 USC 7001-7031 requires that you consent to entering into an electronic agreement with The Company before the agreement is executed and becomes effective. Please read the following information “carefully” before you consider accepting these terms. Should you enter into an online User Agreement with The Company, you will not be required to submit a paper application/agreement. The entire agreement between you and The Company will be evidenced by an electronic record. It is an absolute requirement that you must agree to the use of an electronic record and you must carefully read the Terms and Conditions of this Agreement. To access these documents and submit your online application, you will need the following: A computer, wireless device, or personal digital assistant (PDA) with access to the internet and an Internet Browser. After enrolling as a member or as an Independent Lotto Club Representative, you have the right to withdraw your consent to the use of an electronic record. However, should you do so, your Agreement with The Company will automatically be terminated and you will lose all rights to all remuneration. Should you wish to withdraw your consent to the exclusive use of an electronic agreement, you must do so by sending an email to pay@winzillions.com. Your email shall include your name, your company name, your mailing address, and email.

If you would like to request a paper copy of this Agreement you may access this document at http://www.winzillions.com and print them out. If you would like for us to mail you a copy of the Agreement, please send an email request to pay@winzillions.com. Each individual request must include your name, mailing address and email. You will be charged $5.00 for each request.

You also agree that The Company may amend/modify the Terms and Conditions of this Agreement at any time without prior notice.

The Company is not affiliated or endorsed by any state lottery or government agency. By checking the box to Agree to our Terms, you consent to the use of electronic records for your user Agreement. You will be bound by all terms and conditions. By entering into this Agreement, you also agree to be bound by the terms of this agreement for transactions entered into on your behalf by anyone acting as your Agent.

1. Definitions

1.1 "The Company or The Company Service" means all of the services offered on The Company Web Site, including, without limitation, the "E-Commerce Service," and the "Membership Service," and the “Lotto Club Storefront” and all technology, processes and materials used to provide such services.

1.2 "The Company Web Site" means the web site located at the domain names "The Company" and at such other domain names used to identify web sites on which The Company may offer The Company Service.

1.3 "E-Commerce Service" means the portions of The Company Service that are accessible over the Internet.

1.4 "Member" means any person or entity who opens and maintains a membership account with The Company.

1.5 "Service" means any service designed, offered, marketed using The Company Service.

1.6 "Independent Lottery Club Representative or ICLR" means any person or entity who opens and maintains a licensed online store with the Company to offer members an opportunity to join various lottery clubs in the United States.

1.7 “Lottery Club Storefront or Storefront” means a store created and maintained by The Company for an Independent Lottery Club Representative.

1.8 “Lottery Ticket” or “Ticket” means the combined value of the ticket plus our monitoring, notification, pooling, and administration services. Our services include the purchase of lottery tickets for the purpose of validating all winning claims, the monitoring of all lottery numbers chosen during your order, scanning tickets, and e-mail notifications. The cost of each ticket is determined by each state regulated lottery and is typically $1.00 U.S. dollar.

2. General Rules/Policies & Procedures

2.1 You will comply with all of the terms and conditions of this Agreement and all applicable laws, regulations and rules when you use The Company service, whether you just browse The Company web site, use its freely-available services or operate a Lottery Club Storefront. A Member MUST BE 18 YEARS OR OLDER to participate in clubs and use this site. If you reside in a state which requires you to be 21 YEARS OR OLDER to participate in group lottery play, you must adhere to that state’s respective laws/statutes in order to use this site. All Independent Lottery Club Representatives MUST BE A U.S. CITIZEN or U.S. BASED COMPANY and reside in the U.S. to participate. The Company reserves the right to deem actions within the web site and service as unacceptable at any time. The Company can then refund a member's account with applicable fees (see 'Fees' section) and remove them from the site. The Company reserves the right to cancel members from clubs if behavior is deemed unacceptable by the Company at any time. The Company reserves the right to remove a member if the member's profile information is not correct in anyway and the member may have to lose rights to any winnings or balances.

2.2 The Company will only provide The Company Service to persons and entities who can form legally binding contracts under applicable law. Without limiting the foregoing, minors may not use The Company Service.

2.3 The Company may modify The Company Service at any time with or without notice to you.

2.4 Legal : Lottery tickets can only be sold by authorized lottery agents/retailers and cannot be sold across state lines. Lottery tickets are purchased in person by The Company or one of its’ national service providers from an authorized lottery agent/retailer in each respective state that we offer The Company service. The state where the winnings are won will be given the identity of the winner(s). The Company will always have a share in each lotto club we create. This allows us to buy the tickets in the appropriate state and share the winnings with the club members. You do not have to live in the state where the ticket was won to claim the prize. You must be of legal age and be a US citizen or permanent US resident to redeem any winnings or use the site. Any issues with the state providing the lottery service will be controlled by that state's rules. All clubs are void where prohibited by law. Each member is responsible for determining if their locality permits lottery clubs or pooling.

2.5 Member Commitment : Once a club is filled with entries and is marked as ACTIVE, the members will be committed to this club. The member cannot remove entries and will remain in the club for the remainder of drawings by the club. Any payment for membership into this club cannot be refunded once the club has been activated (marked ACTIVE status). The ACTIVE Club will be assigned to the next possible drawing except if the next possible drawing is on the day the club became ACTIVE (then the next drawing will be assigned). If a drawing is missed or rescheduled by the state, then we will conform to this change by entering the next drawing available. By becoming a member, you allow the company to contact you via email or phone to verify profile information, update club information, or provide responses to requests. E-Mails and phone calls will be extremely limited. If we cannot contact a member via email or phone (within 30 days), the member may be deactivated and the member will forfeit any entries in any clubs including winnings/account balances.

2.6 Fees for Payouts : You may request payment of your account balance at any time. If the account balance is under $5, then the account balance cannot be returned to the member but can be applied to future club payments/entries. A $5 service fee applies when rqeuesting payment.

2.7 Jackpots : A jackpot is any lottery winnings redeemable only from the state directly. If a jackpot is won involving payment from the state, account balances will not be updated for some time until the state settles the winnings. Members are responsible for paying their own taxes. We are not responsible in any way for tax payments for members. Jackpots will be split equally between all members of the club, just like other winnings. For all jackpots won from the state, the lump-sum payment option will be chosen by the Company when applicable. All taxes may be withheld before distribution to club members depending on the state involved. Our company reserves the right to choose the best option for the members involved in the jackpot. Members will be notified via the web site and email that the Jackpot has been won by the club and the member will have 30 days to respond to any additional requested information needed by the company. Failure to respond will forfeit the member's share in the jackpot winnings.

2.8 Winnings : When you enter clubs and your club's tickets win, your account balance is increased (unless a jackpot is hit - see Jackpots). Winnings are distributed to each entry in the club equally per drawing. Winnings are distributed after the lottery drawing occurs. See 'Jackpots' for further explanation of handling jackpot winnings.

2.9 Tickets : All tickets will be chosen randomly for each club. Each club has one set of tickets that will be purchased for all drawings (total drawing count). The tickets will be secured by the company and will not be distributed. The tickets will be scanned and posted so all club members can see the actual tickets online. The numbers for each ticket will also be posted on the web site for club members to view.

2.10 In the event of the death of a The Company member or ILCR, all commissions and winnings due to the member or ILCR will be paid in accordance with his/her last will and testament or, if there is no will, in accordance with the law.

3. Opening an Account

3.1 To become a Member, you must open an account with The Company through its online registration process. Only Members have the right to use services, become Independent Lottery Club Representative and use certain portions of The Company Service.

3.2 To become an Independent Lottery Club Representative, you will be required to subscribe to The Company Electronic Kit and purchase a license to open and maintain your own Lotto Club Storefront using The Company Service. Your Electronic Kit and Lotto Club License is provided to ILCRs at cost and will contain support tools, a replicated web site with hosting, and back office support. The cost of the Electronic Kit and the annual recurring license fee for the Lotto Club Storefront is $99.00. Only ILCRs have the right to market services to friends, family, and co-workers and use certain portions of The Company Service.

3.3 You must provide The Company with accurate and complete contact and payment information if you open an account with The Company. You must promptly notify The Company if any of this information changes.

3.4 You will need to select a password if you open an account. You will be responsible for all use of your password, including, without limitation, any use by any unauthorized third party. You must notify The Company immediately if you believe your password has been or may be obtained or used by any unauthorized person or entity. In addition, you must notify The Company immediately if you become aware of any other breach or attempted breach of the security of The Company Service.

4. Your Conduct

4.1 Generally, you must use The Company Service in a manner that demonstrates good taste and respect for the rights of The Company and third parties. We expect our members and ILCRs to present our services in an honest,ethical, and truthful manner always mindful of the reputation and integrity of The Company and its ILCRs.

4.2 If you elect to become an ILCR, you will be solely and exclusively responsible for ensuring that your storefront, its contents and the contents of any web sites linked to your web site, are in compliance with the terms and conditions of this Agreement and all applicable laws, regulations and rules.

4.3 You will not use The Company Service to post content or to market or sell any service or product that (i) infringes the rights of a third party, including, without limitation, copyrights, trademarks, patents, trade secrets, rights of privacy and publicity, (ii) is libelous, defamatory or slanderous, (iii) condones, promotes, contains or links to warez, cracks, hacks or similar utilities or programs, (iv) is sexually suggestive or contains explicitly sexual content (including nudity), (v) does or may denigrate or offend any ethnic, racial, gender, religious or other protected group, through use of language, images, stereotypical depiction or otherwise, (vi) is designed to or does harass, threaten, defame or abuse others, (vii) exploits images or the likeness of minors, (viii) encourages or depicts the use of drugs, alcohol or cigarettes or (ix) is generally offensive or in bad taste.

4.4 You will not (i) use "spam," "blast-faxes" or recorded telephone messages to market or sell Services, (ii) interfere with The Company Service by using viruses or any other programs or technology designed to disrupt or damage any software or hardware, (iii) modify, create derivative works from, reverse engineer, decompile or disassemble any technology used to provide The Company Service, (iv) use a robot, spider or other device or process to monitor the activity on or copy pages from The Company Web Site, (v) collect electronic mail addresses or other information from third parties by using The Company Service, (vi) impersonate another person or entity, (viii) engage in any activity that interferes with any third party's ability to use or enjoy The Company Service or (ix) assist any third party in engaging in any activity prohibited by this Agreement.

5. Independent Lotto Club Representative (ILCR). If you choose to become an ILCR, this Section will apply to you.

As an ILCR you have the right to offer The Company’s products and services in accordance with these terms and conditions. You must follow all policies and procedures outlined by The Company for the marketing and sale of The Company services..

5.1 As an Independent Lotto Club Representative you are an independent contractor, and you will not be treated as an owner, employee, partner, agent, franchisee, or legal representative for federal or state tax purposes including, with respect to the Internal Revenue Code, Social Security Act, federal unemployment act, state unemployment acts or any other federal, state, or local statute, ordinance, rule or regulation. At the end of the calendar year, The Company will issue each ILCR IRS Form 1099, as required by law, or other applicable documentation for non-employee compensation.

You are not authorized and will not incur any debt, expense, obligation, or open any checking account on behalf of, for, or in the name of The Company and all other parties involved in creating, producing, or delivering the service. You agree that you will be solely responsible for paying all expenses incurred by yourself, including but not limited to travel, lodging, telephone service charges, food, secretarial, office, and other expenses. YOU UNDERSTAND THAT YOU WILL NOT BE TREATED OR CLASSIFIED AS AN EMPLOYEE OF THE COMPANY FOR FEDERAL OR STATE TAX PURPOSES. The Company is not responsible for withholding, and shall not withhold or deduct from commissions and bonuses, if any, FICA, or taxes of any kind, unless such withholding becomes legally required.

5.3 Immediately upon opening your Lotto Club Storefront and as may be requested from time to time by The Company, you must provide taxpayer information as required by the IRS to The Company. If The Company does not have current taxpayer information for you on file, amounts that you earn over $399.99 will be subject to backup withholding until 30% of your total compensation under this Agreement is withheld and (ii) 30% of all of your compensation under this Agreement thereafter will be subject to backup withholding, with all amounts withheld being submitted to the IRS.

5.4 Subject to the terms and conditions of this Agreement, The Company grants ILCR a non-exclusive, non-transferable license to offer The Company’s services through a ILCR storefront.

5.5 Income/Winning Claims. Independent Lotto Club Representatives must truthfully and fairly describe all Policies and Procedures set forth in The Company official literature. NO past, potential or actual income/winning claims may be made to prospective The Company members and ILCRs nor may ILCRs use their own incomes as indications of the success assured to others. Commission checks may not be used as marketing materials. ILCRs may not guarantee commissions or estimate expenses to prospects.

5.6 The Company will compensate The Company ILCRs in accordance with the official Company Compensation Plan. For every member that you sign up to the network, we will reward you $2.00 for every club entry over $25.00 and $1.00 for every club entry under $25.00. As long as your web site is active you will be entitled to lifetime commissions on all members you sign up through your lottery club store.

5.7 When commissions are earned by an ILCR, the commissions deposited into the ILCR's account balance. Payment requests can occur at any time but are subject to Fees (see section 2.6). Deposits only occur when a lotto club is marked ACTIVE.

5.8 Share The Winnings™ Program - The Company ILCRs are entitled to a club share equal to the following formula = (Total Entry Winnings For Club Drawing) Divided by (Total Entries in Club) Divided by (Total Entries in Club) Times (50%). Therefore a 10 entry club wins $10000 ($1000 per entry) and your ILCR storefront has a 1 member entry in that club , the ILCR's account will be credited $50 --- take (($10000 / 10) / 10) * .50) = $50. In order to particpate in this program you must have a member entry or entries in the club that signed up through your storefront and your store front must be ACTIVE. The terms of the Share The Winnings™ Program may be changed at any time.

5.9 In the event of credit card charge backs, The Company will deduct the amount of the credit card charge from the ILCR account balance. In the event that chargeback experience is high, as determined by The Company, The Company reserves the right to hold back any ILCR payments for 90 days.

5.10 Term -- This Agreement is in effect for one (1) year from the Effective Date of this contract and will automatically renew for one (1) year increments. The annual renewal fee at this time for ILCRs is $99.00 If you fail to renew annually, you will lose all rights as an ILCR including but not limited to eligibility to offer The Company services and products and receive commissions, bonus, share of winnings, or any other form of remuneration resulting from the activities of your former sales organization and/or storefront. You agree that The Company may modify this agreement from time to time. Should you elect to cancel, terminate, or not renew, you will waive all rights to any bonuses, commissions or other remuneration from sales and other activities of your individual and group sales with The Company. Upon termination, all customers will default to The Company.

5.11 Termination – If you fail to adhere to the terms of this Agreement, The Company may, at its discretion, terminate your ILCR Agreement or impose other disciplinary action, including but not limited to, forfeiture of bonuses and commissions, loss of all or part of my individual or Group Sales. If I am in breach, default, or violation of this Agreement at termination, I shall not be entitled to receive any further remuneration, If this Agreement is terminated for any reason, I will forever lose my rights as an ILCR.

5.12 Privacy – ILCR agrees to be bound by the Privacy Policy of The Company in its dealings with customer members and others and to post such Privacy Policy on ILCR’s home page. Failure to comply with such Privacy policy will be deemed a material breach of this Agreement.

5.13 Branding and Trademarks – The Company authorizes ILCRs to co-brand the Services by using The Company name and logo along with ILCRs name and logo only through the ILCR storefront. The use of any marks and materials must be in strict compliance with the Company’s Policies and Procedures.

5.14 Advertising/Promotional Materials – Only advertising and promotional material that is pre-printed, pre-approved, and properly licensed by The Company may be purchased or used in the promotion of services. An ILCR agrees to pay for all supplies and marketing materials as needed.

5.15 Technical Support – The Company will provide technical support to ILCRs via email or telephone.

5.16 Notices – I agree that all notices (except for notices concerning breach of this Agreement) from The Company may be posted on your storefront and will be deemed delivered within fifteen (15) days after posting. Notices concerning breach will be sent either to the email address ILCR has on file with The Company or mailed first class postage to the postal address ILCR has on file with The Company. In both cases, delivery shall be deemed to have been made five (5) days after the date sent. Notices from ILCR to The Company shall be made either by email or sent to the address we provide on our web site. Delivery shall be deemed to have been made by The Company to ILCR five (5) days after the date sent. The continuation of The Company storefront or acceptance of bonuses or commissions shall constitute my acceptance of any and all modifications, addendums, amendments.

5.17 The Company Independent Lotto Club Representative Application and Agreement is a legal agreement between you and The Company. Completing the following applicant information and submitting your payment constitutes your agreement to The Company Marketing and Compensation Plan, Terms and Conditions, and Policies and Procedures.

5.18 The identity of an ILCRs members is confidential, proprietary information that belongs to The Company. The ILCR may not disclose the identity of members or other ILCRs to third parties and may not use the information for any purpose other than promoting The Company’s services during or after his or her relationship with The Company.

6. No Solicitation – You agree that you will NOT approach The Company’s employees, contractors, or business partners with proposals to hire them as its own employees or contractors. If you hire any of The Company’s employees or contractors, you agree to pay The Company for each employee or contractor hired the greater amount of three years compensation for that employee or contractor or $200,000.

7. Assignment – All Company members and ILCRs may not assign its rights or duties under this Agreement to another without the express written consent of The Company, which will not be unreasonably withheld. The Company may assign its rights and obligations under this Agreement without notice so long as the Service continues to operate as outlined in this Agreement.

8. Severability – The terms of this Agreement are severable. If any part of this Agreement is determined to be unenforceable or invalid, that part of the Agreement will be interpreted in accordance with applicable law as closely as possible in line with the original intention of both parties of the Agreement. The remaining terms and conditions of the Agreement will remain in full force and effect.

9. Governing Law – This Agreement shall be deemed entered into in the State of California. All disputes and claims relating to The Company and The User Agreement shall be settled by arbitration in San Diego, California or such other location as The Company chooses, in accordance with the Federal Arbitration Act and the Commercial Arbitration Rules of the American Arbitration Association. If you file a claim or counterclaim against The Company as a member or ILCR, you agree to do so on an individual basis and not with any other ILCRs or members as a class action undertaking. The decision of the arbitrator shall be final and binding on the parties and may be reduced to a judgment in any court of competent jurisdiction. Each party to the arbitration shall be responsible for its own costs and expenses of arbitration including legal and filing fees. The parties agree to jurisdiction and venue before any federal or state court in the State of California.

10. Endorsement. I understand that no attorney general or any other regulatory authority ever reviews, endorses, or approves of any service offering, product, compensation program or company, and I will make no such claims to others.

11. Entirety – This Agreement constitutes the entire understanding and contract between the parties and supersedes any an all prior and contemporaneous, oral, or written representations, communication, understandings, and agreements between the parties with respect to the subject matter herein.

Nothing in this Agreement, express or implied, shall be deemed to confer any rights or remedies upon, nor obligate any of the parities hereto, to any person or entity other than such parties, unless so stated to the contrary.

Each of the parties, to this Agreement represents and warrants that it has full power to enter into this Agreement and hasn’t assigned, encumbered, or in any manner transferred all or any portion of the claims covered by this Agreement.

12. Waiver. Any waiver by The Company of any breach of this Agreement must be in writing and signed by an authorized officer or agent of The Company. Waiver by The Company of any breach of this Agreement by me shall not operate or be construed as a waiver of any subsequent breach.

13. DISCLAIMERS, EXCLUSIONS AND LIMITATIONS

13.1 THE COMPANY PROVIDES THE COMPANY SERVICE ON AN "AS IS" BASIS. THE COMPANY DOES NOT REPRESENT OR WARRANT THAT The COMPANY SERVICE OR ITS USE (i) WILL BE UNINTERRUPTED, (ii) WILL BE FREE OF INACCURACIES OR ERRORS, (iii) WILL MEET YOUR REQUIREMENTS, OR (iv) WILL OPERATE IN THE CONFIGURATION OR WITH THE HARDWARE OR SOFTWARE YOU USE. THE COMPANY MAKES NO WARRANTIES OTHER THAN THOSE MADE EXPRESSLY IN THIS AGREEMENT, AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT.

13.2 THE THIRD-PARTY LINKS, SERVICES, RESOURCES AND INFORMATION THAT THE COMPANY PROVIDES ON OR MAKES AVAILABLE THROUGH The COMPANY WEB SITE ARE NOT CONTROLLED BY THE COMPANY. ACCORDINGLY, THE COMPANY MAKES NO WARRANTIES REGARDING SUCH THIRD-PARTY SERVICES, RESOURCES AND INFORMATION, INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT AND WILL NOT BE LIABLE FOR YOUR USE OF OR RELIANCE ON SUCH THIRD-PARTY SERVICES, RESOURCES OR INFORMATION.

13.3 THE COMPANY WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES RELATING TO LOST PROFITS, LOST DATA, LOST WINNINGS, OR LOSS OF GOODWILL) ARISING OUT OF, RELATING TO OR CONNECTED WITH THE USE OF The COMPANY SERVICE, BASED ON ANY CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.4 EXCEPT FOR A BREACH OF A PARTY'S REPRESENTATIONS AND WARRANTIES UNDER THIS AGREEMENT OR IN CONNECTION WITH YOUR INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, IN NO EVENT WILL THE LIABILITY OF EITHER PARTY IN CONNECTION WITH THIS AGREEMENT EXCEED THE GREATER OF (i) THE AMOUNT PAID BY THE COMPANY TO YOU DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE EVENT THAT GIVES RISE TO SUCH LIABILITY OR (ii) $100.

13.5 THE COMPANY AND ITS PERSONNEL MAKE NO WARRANTIES OR REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION OR ITEMS IN OR RELATED TO THE SITE. THE COMPANY AND ITS PERSONNEL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT OF THE SITE. THE INFORMATION IN THE SITE MAY BE OUT OF DATE, AND THE COMPANY MAKES NO COMMITMENT TO UPDATE SUCH INFORMATION.

13.6. YOUR ACCESS TO AND USE OF The COMPANY SERVICE ARE AT YOUR RISK. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL THE COMPANY AND ANY OTHER PARTIES INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICE BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR PUNITIVE DAMAGES) ARISING OUT OF OR RELATED TO YOUR ACCESS TO, USE OF, OR INABILITY TO ACCESS OR USE THE SITE, OR OTHER LOCATIONS ACCESSIBLE THROUGH THE SITE, EVEN IF THE COMPANY OR A THE COMPANY AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, EVERYTHING IS PROVIDED TO YOU "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT

13.7 THE COMPANY AND ANY OTHER PARTIES INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE ALSO ASSUME NO RESPONSIBILITY FOR, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO OR INTERFERENCE WITH EQUIPMENT, PROGRAMS, FILES, OR OTHER PROPERTY (FOR EXAMPLE, FROM VIRUSES) WHETHER SUCH DAMAGES ARE RELATED TO ACCESS OR USE OF THE SITE OR OTHER LOCATIONS ACCESSIBLE THROUGH THE SITE. YOUR SOLE REMEDY FOR DISSATISFACTION WITH OR DAMAGE SUSTAINED IN CONNECTION WITH THE SITE IS TO STOP USING THE SITE. YOUR PERMISSION TO USE THE SITE MAY AUTOMATICALLY TERMINATE WITHOUT NOTICE AT THE COMPANY’S SOLE DISCRETION. PLEASE NOTE THAT SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. CHECK YOUR LOCAL LAWS FOR ANY RESTRICTIONS OR LIMITATIONS REGARDING THE EXCLUSION OF IMPLIED WARRANTIES.

13.8. INDEMNIFICATION. YOU WILL INDEMNIFY AND HOLD THE COMPANY AND ITS EMPLOYEES, REPRESENTATIVES, AGENTS, AFFILIATES, DIRECTORS, OFFICERS, MANAGERS AND SHAREHOLDERS (THE "INDEMNIFIED PARTIES") HARMLESS FROM ANY DAMAGE, LOSS, COST OR EXPENSE (INCLUDING WITHOUT LIMITATION, ATTORNEYS' FEES AND COSTS) INCURRED IN CONNECTION WITH ANY THIRD-PARTY CLAIM, DEMAND OR ACTION ("CLAIM") BROUGHT AGAINST ANY OF THE INDEMNIFIED PARTIES INSOFAR AS SUCH CLAIM ALLEGES FACTS OR CIRCUMSTANCES THAT WOULD CONSTITUTE A BREACH OF ANY PROVISION OF THIS AGREEMENT BY YOU. IF YOU ARE OBLIGATED TO PROVIDE INDEMNIFICATION HEREUNDER, THE COMPANY MAY, IN ITS SOLE AND ABSOLUTE DISCRETION, CONTROL THE DISPOSITION OF ANY CLAIM AT YOUR SOLE COST AND EXPENSE. WITHOUT LIMITATION OF THE FOREGOING, YOU WILL NOT SETTLE, COMPROMISE OR IN ANY OTHER MANNER DISPOSE OF ANY CLAIM WITHOUT THE CONSENT OF THE COMPANY. IF YOU ARE OBLIGATED TO PROVIDE INDEMNIFICATION HEREUNDER, THE COMPANY MAY WITHHOLD ANY PAYMENT IT IS OTHERWISE REQUIRED TO MAKE TO YOU TO OFFSET AGAINST YOUR INDEMNITY OBLIGATIONS.