Terms of Use

Updated October 23rd, 2017

1. INTRODUCTION
These user terms (the "Agreement") constitutes a legally binding agreement by and between VULLETIN, Inc., a California corporation (hereinafter, "VULLETIN" or "Company") and You ("You" or "Your") concerning Your use of VULLETIN's Website located at http://www.VULLETIN.com (the "Website") and the services available through the Website or mobile applications (the "Services"). VULLETIN and You may be referred to from time to time as the “Parties,” and, individually, as a “Party.” By using the Website and Services, You represent and warrant that You have read and understand, and agree to be bound by this Agreement. IF YOU DO NOT UNDERSTAND THIS AGREEMENT OR DO NOT AGREE TO BE BOUND BY IT, YOU MUST IMMEDIATELY LEAVE THE WEBSITE AND REFRAIN FROM USING THE SERVICES. You may be directed to give additional express consent by registering with the Website and/or using the Services.

2. CHANGES TO AGREEMENT VULLETIN RESERVES THE RIGHT TO CHANGE THIS AGREEMENT AT ANY TIME UPON NOTICE TO YOU, TO BE GIVEN BY: (I) THE POSTING OF A NEW VERSION; AND/OR (II) A CHANGE NOTICE ON THE WEBSITE AND/OR (III) ADVISING YOU OF THE CHANGE BEFORE CLICKING TO ACCEPT THE AGREEMENT ON THE MOBILE APPLICATION. IT IS YOUR RESPONSIBILITY TO REVIEW THIS AGREEMENT AND THE PRIVACY POLICY PERIODICALLY. IF AT ANY TIME YOU FIND EITHER UNACCEPTABLE, YOU MUST IMMEDIATELY LEAVE THE WEBSITE AND/OR CEASE USING THE SERVICES. You will be deemed to have agreed to any such modification or amendment by Your decision to continue using the Website or Services following the date in which the modified or amended Agreement is posted on the Website.

3. ELIGIBILITY BY USING THE WEBSITE OR SERVICES, YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST 18 YEARS OLD AND ARE OTHERWISE LEGALLY QUALIFIED TO ENTER INTO AND FORM CONTRACTS UNDER APPLICABLE LAW. This Agreement is void where prohibited.

4. LICENSE
Subject to Your compliance with the terms and conditions of this Agreement, VULLETIN grants You a non-exclusive, non-sublicensable, revocable, non-transferable license to use the Website and Services. The Website and Services are for Your use only. The Website, or any portion of the Website, may not be reproduced, duplicated, copied, modified, sold, resold, distributed, visited, or otherwise exploited for any commercial purpose without the express written consent of VULLETIN. You agree to keep intact all copyright, trademark and other proprietary notices. Modification of the materials or use of the materials for any other purpose is a violation of VULLETIN's intellectual property rights. All trademarks, service marks, and trade names are property of VULLETIN. Except as expressly set forth herein, this Agreement grants You have no rights in or to the intellectual property of VULLETIN or any other party. The license granted in this section is conditioned on Your compliance with the terms and conditions of this Agreement. In the event that You breach any provision of this Agreement, Your rights under this section will immediately terminate. This Website and/or Services are provided "as is", "as available", and "with all faults" and without warranties or representations of any kind either express or implied. To the fullest extent permissible pursuant to applicable law, VULLETIN disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose, accuracy, reliability, non-infringement, or warranty related to any data, including third-party software, commercial content, Website Services, applications made available in conjunction with or through the Website. In no way does VULLETIN warrant the Website or its operation or the Services will be error-free or uninterrupted. In no way does Company warrant that defects will be corrected, or that the site is free from viruses and the like. You are thus using the Services at Your own risk and peril. SUBSCRIBING PARTIES have no rights in or to the intellectual property of VULLETIN or the intellectual property from any website created for the term of the SUBSCRIBING PARTIES. These terms override any terms accompanied by any purchase order or invoicing software requirements.

5. USE OF VULLETIN’S SERVICES
VULLETIN allows You to post advertisements on electronic bulletin boards (“EBBs”) at specific locations. While we will do our best to ensure that each EBB is active and displaying posts during normal business hours, VULLETIN does not offer any guarantees that the EBBs will be operational at any given time. Downtime may occur due to a number of reasons, including, but not limited to, server issues, issues at host locations, and technical or equipment problems. In the event that a chosen EBB is down for more than Three (3) hours on a given day, You will receive a full refund within Sixty (60) days for Your advertising purchases on that EBB on that day. VULLETIN has the right to decline, in our sole judgment, any post that is not appropriate for our displays. Posts that are never appropriate include, but are not limited to, vulgar words or images, words or images that are racist or offensive to any group, and words or images that are scandalous or pornographic. If a message is deemed unfit for display, You will be refunded Your payment within Sixty (60) days and You may not be allowed to post future messages, in VULLETIN’s sole discretion. If a message is deemed unfit but can be revised to meet the terms and conditions, You will be notified and given instructions on mandatory changes that must be made to Your message in order to be displayed. If You are unable to submit a revised message prior to the expiration of Your chosen time, Your payment will be refunded within Sixty (60) days. Messages are not guaranteed to be visible 100% of the time on any given EBB. Messages may be rotated through the course of the date range chosen.
A message may be limited to the number of days it can be displayed within a given time period. Messages may not be from a direct competitor of the host location. For example, a coffee shop may not post an advertisement on an EBB at a nearby coffee shop. VULLETIN will make this determination in its sole discretion. For messages submitted that are rejected on these grounds, a refund will be issued within Sixty (60) days, and You will be informed of the reason of the refund. You hereby voluntarily agree to release, waive, discharge, hold harmless, defend, and indemnify VULLETIN and its officers, directors, employees, agents, affiliates, hosts, representatives, sublicensees, successors, and assigns from any and all claims, actions, or losses related to any content that you submit or post for EBBs, including, but not limited to, claims related to libel, slander, or disparagement of any individual, group, or entity, and claims related to trademarks, service marks, copyright, patent, trade secret, or contract. You hereby affirm that you are the sole owner or authorized licensee of any content that you submit for posting on an EBB, and that such content does not violate or infringe on the rights of any other individual, group, or entity.

6. RELIANCE ON THIRD-PARTY CONTENT
VULLETIN DOES NOT: (I) GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY THIRD-PARTY INFORMATION ON THE WEBSITE; OR (II) ADOPT, ENDORSE OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE OR STATEMENT MADE BY A THIRD-PARTY BY MEANS OF THE WEBSITE AND SERVICES. UNDER NO CIRCUMSTANCES WILL VULLETIN BE RESPONSIBLE FOR ANY LOSS OR DAMAGE RESULTING FROM YOUR RELIANCE ON INFORMATION OR OTHER CONTENT POSTED ON THE WEBSITE OR TRANSMITTED TO OR BY ANY THIRD-PARTY.

7. RISK ASSUMPTION
YOU KNOWINGLY AND FREELY ASSUME ALL RISK WHEN USING VULLETIN'S WEBSITE AND SERVICES. YOU, ON BEHALF OF YOURSELF, YOUR PERSONAL REPRESENTATIVES AND YOUR HEIRS, HEREBY VOLUNTARILY AGREE TO RELEASE, WAIVE, DISCHARGE, HOLD HARMLESS, DEFEND, AND INDEMNIFY VULLETIN AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, REPRESENTATIVES, SUBLICENSEES, SUCCESSORS, AND ASSIGNS FROM ANY AND ALL CLAIMS, ACTIONS, OR LOSSES FOR BODILY INJURY, PROPERTY DAMAGE, WRONGFUL DEATH, EMOTIONAL DISTRESS, LOSS OF SERVICES OR OTHER DAMAGES OR HARM, WHETHER TO YOU OR TO THIRD PARTIES, WHICH MAY RESULT FROM YOUR USE OF THE WEBSITE AND SERVICES.

8. ACCOUNT PROTECTION, USER INFORMATION AND PASSWORD PROTECTION
In connection with Your use of certain Services, You are required to complete a registration form. You represent and warrant that all user information You provide on the registration form or otherwise in connection with Your use of the Website and Services will be current, complete and accurate, and that You will update that information as necessary to maintain its completeness and accuracy by visiting Your personal profile.
You will also be asked to provide a username and password in connection with Your use of certain of the Services. You are entirely responsible for maintaining the confidentiality of Your password. You may not use the account, username, or password of any other member at any time. You agree to notify VULLETIN immediately of any unauthorized use of Your account, username, or password. VULLETIN will not be liable for any loss that You incur as a result of someone else using Your password, either with or without Your knowledge. You may be held liable for any losses incurred by VULLETIN, its affiliates, officers, directors, employees, consultants, agents, and representatives due to someone else's use of Your account or password.

9. TERM AND TERMINATION
You can discontinue Your registration as a User for the use of the Website and/or Services at any time. This Agreement shall automatically terminate in the event that You breach any of this Agreement's representations, warranties, or covenants. Such termination shall be automatic, and shall not require any action by VULLETIN. Upon termination, all rights, licenses, and obligations created by this Agreement will terminate, except that Sections 5, 6, 7, 8, 10, and 11 will survive any termination of this Agreement. Any termination of this Agreement automatically terminates all rights and licenses granted to You under this Agreement, including all rights to use the Website and Services. Subsequent to termination, VULLETIN reserves the right to exercise whatever means it deems necessary to prevent Your unauthorized use of the Website and Services. If VULLETIN, in VULLETIN's discretion, takes legal action against You in connection with any actual or suspected breach of this Agreement, VULLETIN will be entitled to recover from You as part of such legal action, and You agree to pay, VULLETIN's reasonable costs and attorneys' fees incurred as a result of such legal action.

10. LIMITATION OF LIABILITY
To the fullest extent permitted by applicable law, under no circumstances, including, but not limited to, negligence, will Company or its affiliates, contractors, employees, officers, agents, counsel, or third party partners, licensors, or suppliers be liable for any special, indirect, incidental, consequential, punitive, or exemplary damages (including without limitation lost business, lost revenues or loss of anticipatory profits, or any other pecuniary or non pecuniary loss or damage of any nature whatsoever) arising out of or relating the use or misuse of the Website, the Services, or any part thereof, even if Company has been advised of the possibility of such damages.
To the fullest extent permitted by applicable law, in no event will Company or its affiliates, contractors, employees, officers, agents, counsel, or third party partners, licensors, or suppliers' total liability to You for all damages, loses, and causes of action, arising out of or relating the use or misuse of the Website, the Services, or any part thereof, (whether in contract, tort, warranty, or otherwise) exceed the amount paid by You, to Company during the two months period immediately preceding the date of the claim or fifty US dollars, whichever is lesser.

11. GENERAL
If any provision of this Agreement is determined to be invalid or unenforceable under any applicable law, it shall be deemed omitted and the remaining provisions shall continue in full force and effect. This Agreement may be modified only in writing authorized by VULLETIN. VULLETIN's waiver of any right shall not constitute a waiver of that or any other right in the future. This Agreement shall be governed by and construed in accordance with the laws and in the state and federal courts of the State of California, USA. This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof, and all prior agreements, representations, statements, and undertakings, oral or written, are hereby expressly superseded and canceled. If any provision of this Agreement shall be held or deemed to be invalid, inoperative, or unenforceable, the remaining provisions herein contained shall nonetheless continue to be valid, operative, and enforceable.
You hereby expressly acknowledges that any breach or threatened breach of any of the terms and/or conditions set forth in this Agreement will result in substantial, continuing, and irreparable injury to VULLETIN. Therefore, You hereby agree that, in addition to any other remedy that may be available to VULLETIN, VULLETIN shall be entitled to injunctive or other equitable relief by a court of appropriate jurisdiction in the event of breach or threatened breach of the terms of this Agreement.

This Agreement shall inure to the benefit of VULLETIN and its legal representatives, successors, and assigns, and shall be binding upon Company and Your heirs, legal representatives, successors, and assigns. Notwithstanding anything else found herein, Your rights and obligations hereunder are not assignable without the prior written consent of VULLETIN.

The Parties acknowledge that this Agreement shall be construed in accordance with the laws of the State of California, without regard to the conflicts of law provisions thereof. The Parties hereby irrevocably consent to the jurisdiction of the state and federal courts located in Los Angeles County, California, in any action arising out of or relating to this Agreement and waive any other venue to which either Party might be entitled. The Parties further agree to accept and acknowledge service of any and all process which may be served in any suit, action or proceeding, and agree that service of process upon each other mailed by certified mail to each other’s address shall be deemed in every respect effective service of process in any such suit, action, or proceeding. Any controversy, claim, or dispute arising out of or relating to this Agreement shall be settled in the following order of preference: (1) By good faith negotiation between representatives of the Parties who have authority to fully and finally resolve the dispute; (2) If necessary, by non-binding mediation at a location acceptable to both Parties in Los Angeles County, California, using a neutral mediator. In any mediation, the Parties shall equally share the cost of the mediator and otherwise bear their own respective costs; or (3) As a last resort only, by binding arbitration in Los Angeles County, California. Such arbitration shall be conducted in accordance with the then prevailing commercial arbitration rules of the American Arbitration Association, with the following exceptions if in conflict: (a) one arbitrator shall be chosen by the American Arbitration Association; (b) each Party to the arbitration will pay its pro rata share of the expenses and fees of the arbitrator, together with other expenses of the arbitration incurred or approved by the arbitrator; and (c) arbitration may proceed in the absence of any Party if written notice (pursuant to the Arbitrator’s rules and regulations) of the proceeding has been given to such Party. The Parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive and may be entered in any court having jurisdiction thereof as a basis of judgment and of the issuance of execution for its collection. All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equity, provided however, that nothing in this subsection shall be construed as precluding bringing an action for injunctive relief or other equitable relief. The Arbitrator shall not have the right to award punitive damages or speculative damages to either Party and shall not have the power to amend this Agreement. IF FOR ANY REASON THIS ARBITRATION CLAUSE BECOMES NOT APPLICABLE, THEN EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTIES HERETO.

The Parties agree that this Agreement shall be fairly interpreted in accordance with its terms without any strict construction in favor of or against either Party, and that ambiguities shall not be interpreted against the drafting Party. Headings in this Agreement are for convenience only and shall not be used to interpret or construe its provisions. No delay or failure by either Party to exercise any right under this Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any other right, unless otherwise expressly provided herein.

Should you have any questions regarding this Agreement, you may contact VULLETIN INC. at legal@VULLETIN.com.

Licensing Terms

The VULLETIN INC. LICENSING TERMS (this "Agreement"), dated as of the purchase date of the EBB Vulletin Board Player device and or the EBB Vulletin Board Display package and or a VULLETIN INC subscription package (the "Effective Date") is entered into by and between VULLETIN Inc., a California corporation with a principal business address at 1106 2nd Street #629, Encinitas, California 92024 (referred to herein from time to time as "VULLETIN"), and the purchasing party referred to as the "HOST". VULLETIN and the HOST may be referred to from time to time as the "Parties," and, individually, as a "Party."

RECITALS

WHEREAS, VULLETIN is an Internet-based software company dedicated to providing advertisement, marketing, and promotional space via electronic bulletin boards ("EBBs") located at retail locations, universities, institutions and organizations;

WHEREAS, the HOST is the operator of a retail outlet, university, institution or organization;

WHEREAS, VULLETIN and the HOST (collectively the "Parties") desire to enter into an agreement to place an EBB at the HOST’s location, the terms of which are described herein; and NOW, THEREFORE, in consideration of the foregoing premises, the mutual promises contained herein, intending to be legally bound hereby, and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties do hereby agree as follows:

1. Certain Definitions.

"Action" shall mean any claim, action, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation by or before any governmental authority.

"Business" shall mean the collective business of a Party as such business is currently conducted.

"Certificate" shall mean any outstanding certificate or other document representing an ownership interest in a Party.

"Charter" shall mean the certificate or articles of incorporation or organization or other charter documents, certificate of limited partnership or other organizational documents, including trust documents, of any Person (other than an individual), each as from time to time in effect.

"Confidential Information" means all confidential and proprietary information of a Party ("Disclosing Party") disclosed to the other Party ("Receiving Party"), whether orally or in writing, that is either marked or designated as confidential or is identified in writing as confidential or proprietary within Fifteen (15) days of disclosure to the Receiving Party; provided that the following shall be deemed to be Confidential Information even if not so marked or identified: the terms and conditions of this Agreement (including pricing and other terms reflected in all schedules hereto), the Disclosing Party’s business and marketing plans, technology and technical information, product designs, and business processes, any information or materials with the name, sign, trade name or trademark of the Disclosing Party, customer or membership lists and related contact information and any information that a reasonable person would deem confidential or proprietary given the nature of the information and the circumstances under which it is disclosed. "Confidential Information" does not include any item of information which (a) is or becomes available in the public domain without the fault of the Receiving Party; (b) is disclosed or made available to the Receiving Party by a third party without restriction and without breach of any relationship of confidentiality; (c) is independently developed by the Receiving Party without access to the disclosing Party’s Confidential Information; or (d) is known to the recipient at the time of disclosure.

"Material Adverse Effect" shall mean any change in or effect on the business of a Party which has, or would have a material adverse effect on the Business, assets and financial condition of a Party taken as a whole except to the extent that any such change in or effect on the business results from the announcement or consummation of the transactions contemplated thereby.

"Person" shall mean any individual, partnership, corporation, limited liability company, association, trust, unincorporated organization or other entity other than any governmental authority.

2. Subscription Terms.

2.1 As of the Effective Date, or on an alternate date to be mutually agreed upon by the Parties, a display such as a television or computer monitor, which will serve as an EBB, will be installed in the HOST’s place of business by the HOST. The HOST agrees to supply their own display or purchase a display from VULLETIN. The HOST may purchase an EBB Vulletin Board Player device from VULLETIN in order to display the designated EBB. The EFFECTIVE DATE will be the date of the purchase of the EBB Vulletin Board Player device and or the EBB Vulletin Board Display package by the HOST. The HOST hereby agrees to provide power for the equipment and to supply an Internet connection. A minimum of 3 MBPS download speed from the HOST’s Internet Service Provider is a material requirement of this Agreement. The EBB must be turned on and displayed properly on a daily basis during the normal business hours of the HOST. At no time will the HOST obscure or allow to be obscured any part of the EBB or any VULLETIN trademarks, service marks, or identifying information. All parties utilizing the Vulletin Apple TV app agree to the terms of this agreement.

2.2 The HOST hereby agrees to notify VULLETIN immediately if a technical issue causes an EBB or other VULLETIN equipment to become nonfunctional. The HOST agrees to assume all liability and to indemnify and hold VULLETIN harmless if any of the following occurs: (a) an EBB or related equipment injures a customer, employee, or any other person, for any reason whatsoever; or (b) damage is caused to the HOST’s business location during installation, maintenance, or removal of an EBB.

2.3 The HOST hereby agrees to be liable for refunds paid to customers per day in which the HOST was not displaying the EBB properly during normal business hours, including, but not limited to, failure to turn on the EBB, this is applied only to HOSTS that charge a fee to use their EBB. The HOST hereby agrees that this is in the nature of liquidated damages and shall not limit any other damages or remedies to which VULLETIN may be entitled due to any breach of this Agreement by the HOST. EBBs will be subject to random, unannounced reviews by a member of VULLETIN to ensure EBBs are working and visible as per the terms of this Agreement. If VULLETIN discovers that the EBB has not been displayed properly on multiple occasions, VULLETIN shall have the option to declare the HOST to be in material breach of this Agreement and shall have the sole discretion to terminate this Agreement at any time or terminate the HOST's ability to charge a fee to use on the EBB. If multiple fee payment refunds are required in a given month, VULLETIN shall have the option to declare the HOST to be in material breach of this Agreement and shall have the sole discretion to terminate this Agreement at any time or terminate the HOST's ability to charge a fee to use on the EBB

2.4 The HOST agrees to submit estimates of their daily, weekly, and monthly visitor traffic for display on the VULLETIN website, in order that potential users may evaluate whether to post a message on the EBB at the HOST’s location. The HOST will also disclose relevant visitor information such as hours of operation and the location of the EBB within their business.

2.5 The HOST agrees to train their staff on how to appropriately respond to inquiries about the EBB. VULLETIN or its representative will provide initial training to the HOST and the HOST’s staff as to the basic function and operation of the EBB. Promotion materials will be provided by VULLETIN to help expedite the response process for inquiries.

2.6 VULLETIN will make commercially reasonable efforts to ensure that messages from directly, local competitors will not be displayed on an EBB. If a competitor's message is displayed, the HOST must notify VULLETIN immediately upon detection so that VULLETIN can remove the message from the EBB. Notwithstanding anything else found herein, VULLETIN assumes no liability for any content displayed on any EBB, including, but not limited to, content from competitors and content that may be considered vulgar, slanderous, libelous, offensive, or which may be found to be in violation of any party’s intellectual property or contract rights. The HOST may be notified via electronic mail of each individual post and may take to the end of the same day of which the post was submitted to notify VULLETIN to disapprove the post to ensure the post is not displayed on the EBB.

2.7 The HOST will be given an opportunity to submit messages for the EBB at their location; however, VULLETIN cannot guarantee submissions will be visible on the dates chosen by the HOST.

2.8 This Agreement shall be non-exclusive on both sides and shall not be interpreted to create any business relationships between the Parties other than as specifically detailed in this Agreement, as modified. Neither Party shall have the power to bind the other.

3. Subscription Model.

3.1 VULLETIN will offer the use of the EBB to the HOST for the subscription fee set forth at the time of purchase. VULLETIN may increase the subscription fees at any time. VULLETIN may advertise on the EBB at any time. The HOST may choose to charge a fee for users to post on the EBB if they subscribe. The HOST may cancel the Agreement at any time. Subscribing HOSTs will receive the revenue generated by the EBB from advertising sales in the HOST’s place of business if the HOST decides to charge a fee to post on the EBB. HOSTS that subscribe to the service may be required to purchase a EBB Vulletin Board Display package. HOSTS that subscribe to the service may be required to purchase a EBB Vulletin Board player. It will be the sole responsibility of the the HOST to ensure they review these terms and condition on a monthly basis when the subscription fee is charge to their payment method.

3.2 VULLETIN may experience downtime for all subscription plans of approximately 95% a given calendar year. Refunds shall not be issued as long as the down time down not exceed the 95% per year threshold. It is the responsibility of the HOST to ensure fee collection into private merchant accounts through a private payment gateway is PCI compliant.

3.3 VULLETIN may charge additional fees to SUBSCRIBING PARTIES that require additional server storage and performance needed to accommodate the website traffic. VULLETIN may charge additional fees to SUBSCRIBING PARTIES that require additional white label website customizations.

3.4 All sales are final for the VULLETIN PLAYER and VULLETIN PACKAGE hardware.

4. Warranties and Representations Relating to the Parties.

4.1 VULLETIN. VULLETIN hereby represents and warrants as follows:

4.1.1 Due Organization, Authorization and Good Standing. VULLETIN is duly organized, validly existing and in good standing under the laws of California. VULLETIN is qualified to do business and is in good standing as a foreign Person, as the case may be, in each jurisdiction in which the ownership of its properties and the nature and extent of the activities transacted by it makes such qualification necessary, except where the failure to so qualify would not have a Material Adverse Effect. VULLETIN has full corporate power and corporate authority to carry on its business, to own and use the properties owned and used by it and to perform its obligations under this Agreement.

4.1.2 Authority Relative to this Agreement. VULLETIN has the requisite power and authority to enter into, execute, deliver and perform this Agreement, and to consummate all transactions contemplated thereby. The execution and delivery of this Agreement by VULLETIN and the consummation by VULLETIN of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate or partnership proceedings on the part of VULLETIN are necessary to authorize this Agreement or to consummate the transactions so contemplated. This Agreement is the valid and legally binding obligation of VULLETIN, enforceable against VULLETIN in accordance with the terms, subject to bankruptcy, insolvency, moratorium, reorganization and similar laws of general applicability affecting the rights and remedies of creditors and to general principles of equity, regardless of whether enforcement is sought in proceedings in equity or at law.

4.1.3 No Violation or Approval.

(a) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not result in the breach or violation of, or a default under the Charter or Bylaws of VULLETIN, or any statute applicable to VULLETIN or any material agreement to which VULLETIN is a party or by which any of its properties are bound, any fiduciary duty or any order, judgment, decree, rule, or regulation of any court or any Government Authority or body having jurisdiction over VULLETIN or its properties, except where such failure would not have a Material Adverse Effect. No consent, approval, order, or authorization of, or negotiation, declaration, or filing with, any governmental authority or entity or other party is required of, and has not been obtained or made by VULLETIN in connection with the execution and delivery of this Agreement or the consummation of any of the transaction contemplated hereby, except where such failure would not have a Material Adverse Effect.

(b) There is no Action pending against, affecting or, to the knowledge of the VULLETIN Directors or Officers, threatened against VULLETIN or any of their respective properties before any court or arbitrator or any governmental body, agent or official which in any manner challenges or seeks to prevent, enjoin, alter, or materially delay any of the transactions contemplated by this Agreement or would materially adversely effect VULLETIN’s ability to consummate the transactions contemplated hereby.

4.2 HOST. The HOST hereby represents and warrants as follows:

4.2.1 Due Organization, Authorization and Good Standing. The HOST is duly organized, validly existing and in good standing as a business under the laws of California. The HOST is qualified to do business and is in good standing as a foreign Person, as the case may be, in each jurisdiction in which the ownership of its properties and the nature and extent of the activities transacted by it makes such qualification necessary, except where the failure to so qualify would not have a Material Adverse Effect. The HOST has full corporate power and corporate authority to carry on its business, to own and use the properties owned and used by it and to perform its obligations under this Agreement.

4.2.2 Authority Relative to this Agreement. The HOST has the requisite power and authority to enter into, execute, deliver and perform this Agreement, and to consummate all transactions contemplated thereby. The execution and delivery of this Agreement by the HOST and the consummation by the HOST of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate or partnership proceedings on the part of the HOST are necessary to authorize this Agreement or to consummate the transactions so contemplated. This Agreement is the valid and legally binding obligation of the HOST, enforceable against the HOST in accordance with the terms, subject to bankruptcy, insolvency, moratorium, reorganization and similar laws of general applicability affecting the rights and remedies of creditors and to general principles of equity, regardless of whether enforcement is sought in proceedings in equity or at law.

4.2.3 No Violation or Approval.

(a) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not result in the breach or violation of, or a default under the Charter or Bylaws of the HOST, or any statute applicable to the HOST or any material agreement to which the HOST is a party or by which any of its properties are bound, any fiduciary duty or any order, judgment, decree, rule, or regulation of any court or any Government Authority or body having jurisdiction over the HOST or its properties, except where such failure would not have a Material Adverse Effect. No consent, approval, order, or authorization of, or negotiation, declaration, or filing with, any governmental authority or entity or other party is required of, and has not been obtained or made by the HOST in connection with the execution and delivery of this Agreement or the consummation of any of the transaction contemplated hereby, except where such failure would not have a Material Adverse Effect.

(b) There is no Action pending against, affecting or, to the knowledge of the HOST Directors or Officers, threatened against the HOST or any of their respective properties before any court or arbitrator or any governmental body, agent or official which in any manner challenges or seeks to prevent, enjoin, alter, or materially delay any of the transactions contemplated by this Agreement or would materially adversely effect the HOST’s ability to consummate the transactions contemplated hereby.

5. Term and Termination.

5.1 Term. This Agreement is at will between both Parties and may be terminated at any time, other than as detailed herein. The term of this Host Agreement shall commence on the Effective Date and shall continue until terminated as provided in this Section 3 (Term and Termination). If the HOST is more than Five (5) days late on any Subscription Fee payment, the HOST will be in material breach of this Agreement and the Agreement may be terminated at the sole discretion of VULLETIN. In the event of a termination due to the HOST’s material breach prior to the end of the Initial Term, the HOST will be immediately liable to VULLETIN for the complete amount of any remaining Subscription Fee payments through the full Initial Term, along with any collections or legal fees related to the termination.

5.2 Termination by VULLETIN. If VULLETIN decides to terminate this Agreement without cause, VULLETIN must provide Three (3) days advance notice of termination to the HOST, and the HOST must continue to display the EBB in a manner compliant with the terms of this Agreement during that time period. The HOST will receive Commissions on the revenue generated from EBB posts through the date of termination of the EBB.

5.3 Effect of Termination. Termination of this Agreement shall not limit either Party from pursuing other remedies available to it, including injunctive relief. Upon termination, all rights, licenses, and obligations created by this Agreement will terminate, except that Sections 2.3, 4, and 6 will survive any termination of this Agreement.

5.4 Bankruptcy or Dissolution of a Party. The bankruptcy or dissolution of a Party shall cause the Agreement to be dissolved immediately concurrent with said dissolution.

6. General.

6.1 Dispute Resolution. Any controversy, transaction, or dispute arising out of or relating to this Agreement shall be settled in the following order of preference: (1) By good faith negotiation between representatives of the Parties who have authority to fully and finally resolve the dispute; (2) if necessary, by non-binding mediation at a location acceptable to both Parties in Los Angeles County, California using a neutral mediator. In any mediation, the Parties shall equally share the cost of the mediator and otherwise bear their own respective costs; or (3) as a last resort only, by binding arbitration in Los Angeles County, California. Such arbitration shall be conducted in accordance with the then prevailing commercial arbitration rules of the American Arbitration Association, with the following exceptions if in conflict: (a) one arbitrator shall be chosen by the American Arbitration Association; (b) each Party to the arbitration will pay its pro rata share of the expenses and fees of the arbitrator, together with other expenses of the arbitration incurred or approved by the arbitrator; and (c) arbitration may proceed in the absence of any Party if written notice (pursuant to the Arbitrator's rules and regulations) of the proceeding has been given to such Party. The Parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive and may be entered in any court having jurisdiction thereof as a basis of judgment and of the issuance of execution for its collection. All such controversies, transactions or disputes shall be settled in this manner in lieu of any action at law or equity, provided however, that nothing in this subsection shall be construed as precluding bringing an action for injunctive relief or other equitable relief. The arbitrator shall not have the right to award punitive damages or speculative damages to either Party and shall not have the power to amend this Agreement. IF FOR ANY REASON THIS ARBITRATION CLAUSE BECOMES NOT APPLICABLE, THEN EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTIES HERETO.

6.2 Governing Law; Consent to Jurisdiction. This Agreement and all rights and remedies thereunder shall be governed by and construed under the laws of the State of California except with regard to its provisions concerning choice of law and conflicts of law.

6.3 Assignment. Except pursuant to a merger or acquisition resulting in the acquisition of all or substantially all of VULLETIN’s assets or capital stock (in which case VULLETIN may assign this Agreement without the HOST’s consent), neither Party may assign, delegate, sub-contract, or otherwise transfer this Agreement or any of its rights and obligations hereunder, whether voluntarily, by operation of law or otherwise, without the other Party’s prior written approval.

6.4 Notices. All notices and other communications required or permitted hereunder will be in writing and will be delivered via email to the HOST'S email address. and if to VULLLETIN at info@vulletin.com. Each Party may furnish an address substituting for the address given above by giving notice to the other Party in the manner prescribed by this Section 6.4 (Notices). All notices and other communications will be deemed to have been given upon actual receipt by (or tender to and rejection by) the intended recipient or any other person at the specified address of the intended recipient.

6.5 Confidentiality. Each Party shall take reasonable and appropriate steps to protect the other’s Confidential Information from unauthorized dissemination and use the same degree of care that is typical in their respective industries but in any event not less than a reasonable degree of care. Neither Party shall disclose to third parties the other's Confidential Information without the prior written consent of the other Party. Neither Party shall use the other’s Confidential Information for purposes other than those necessary to directly further the purposes of this Agreement. Notwithstanding any provision in this Agreement to the contrary, each Party may disclose portions of the other’s Confidential Information (a) to its lawyers and accountants who have a need to know such information and (b) pursuant to an order of a governmental agency or court of competent jurisdiction compelling disclosure, provided that the owner of the Confidential Information shall be given reasonable advance notice of such impending disclosure. Upon the termination of this Agreement for any reason whatsoever, or upon request of a Party, each Party shall return to the other Party, or shall destroy, as the other Party shall specify, all copies of all the Confidential Information in such Party’s possession. Within Five (5) business days thereafter, such Party shall provide the other Party with a certificate, executed by such Party or by an officer of such Party, confirming that all copies of all such Confidential Information have been returned to the other Party or destroyed, as the case may be and if destroyed, specifying the means through which the data was destroyed.

6.6 No Exclusivity. Neither Party shall be obligated to offer any business opportunities with the other Party by virtue of this Agreement other than pursuant to the terms described in this Agreement.

6.7 Severability. In the event that any provision of this Agreement is held to be unenforceable by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any Party. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties so closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

6.8 Construction. The titles of the sections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. Unless the context of this Agreement clearly requires otherwise: (a) references to the plural include the singular, the singular the plural, and the part the whole, (b) references to one gender include all genders, (c) "or" has the inclusive meaning frequently identified with the phrase "and/or," (d) "including" has the inclusive meaning frequently identified with the phrase "including but not limited to" or "including without limitation," and (e) references to "hereunder," "herein" or "hereof" relate to this Agreement as a whole. Any reference in this Agreement to any statute, rule, regulation or agreement, including this Agreement, shall be deemed to include such statute, rule, regulation or agreement as it may be modified, varied, amended or supplemented from time to time.

6.9 Entire Agreement. This Agreement embodies the entire agreement and understanding among the Parties hereto with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous agreements, undertakings and understandings, both written and oral, among the Parties, or any of them, with respect to the subject matter hereof.

6.10 Amendment and Waiver. This Agreement may be amended only by a written agreement executed by the Parties hereto. No provision of this Agreement may be waived except by a written document executed by the Party entitled to the benefits of the provision. No waiver of a provision will be deemed to be or will constitute a waiver of any other provision of this Agreement. A waiver will be effective only in the specific instance and for the purpose for which it was given, and will not constitute a continuing waiver.

6.11 Negotiation of Agreement. Each of the Parties acknowledges that it has been represented by independent counsel of its choice throughout the negotiations that have preceded the execution of this Agreement and that it has executed the same with consent and upon the advice of said independent counsel. Each Party and its counsel cooperated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto shall be deemed the work product of the Parties and may not be construed against any Party by reason of its preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against the Party that drafted it is of no application and is hereby expressly waived. The provisions of this Agreement shall be interpreted in a reasonable manner to effect the intentions of the Parties and this Agreement.

6.12 Counterparts. This Agreement may be executed in any number of counterparts, and by the different Parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which together shall constitute one and the same agreement.

6.13 Taxes. Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this Section 6.13,We will invoice You and You will pay that amount unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, We are solely responsible for taxes assessable against Us based on Our income, property and employees.

6.14 Returns Policy. VULLETIN Inc. does not accept returns for any hardware purchase.

6.15 Additional Information: Phone: (760) 783-5570, Email: support@vulletin.com, Address: 1106 2nd Street Suite 629 Encinitas, CA 92024, Payment methods accepted: Visa, Mastercard, American Express, Discover and Paypal.

7. Execution

7.1 The HOST agrees to the terms of this agreement as of the date of purchase of the EBB Vulletin Board Player device from VULLETIN Inc. or a VULLETIN INC subscription package with the purchase date service as the EFFECTIVE DATE of the agreement.