DEMONSTRATORS DIRECT - USER AGREEMENT

Revised November 3, 2014

1. Introduction. We are a social network and online platform for professional roadshow product demonstrators, sales representatives, and vendors.

1.1.Purpose. Our mission is to connect the nation’s roadshow professionals to allow them to be more productive and successful; to help find local talent, where possible, to fill roadshow events; and to provide product demonstrators and sales representatives with increased opportunities in their areas. Our services are designed to promote economic opportunity for our members by enabling product demonstrators, sales representatives, and product vendors to communicate and fill roadshow demonstration opportunities.

2. Agreement. When you use our Services, you are entering into a legal agreement and you agree to all of these terms. You also agree to our Privacy Policy, which covers how we collect, use, share, and store your personal information.

2.1. You agree that by clicking “Subscribe”, “Subscribe Now” or similar; registering; accessing or using our services (including related developer platforms, premium services, or any content or information provided as part of these services, collectively, “Services”), you are entering into a legally binding agreement.

2.2. Your agreement is with Demonstrators Direct (“Demonstrators Direct” or “we”). This “Agreement” includes this User Agreement and the Privacy Policy and may be amended by Demonstrators Direct from time to time.

2.3. If you do not agree to this Agreement, do NOT click “Subscribe Now” (or similar) and do not access or otherwise use any of our Services.

2.4. Registered users of our Premium Services are “Premium Members”; non-premium, registered users are “Guests”; and unregistered users are “Visitors”, This Agreement applies to all three user types and are collectively referred to as “Members”.

3. Obligations. As a Member, there are certain obligations that you agree to fulfill and promises that you make to us.

3.1. Service Eligibility. You promise that you're eligible to enter into this Agreement and you are at least the “Minimum Age” of 14 years old.

3.2. To use the Services, you agree that: (1) you must be the “Minimum Age” of 14 years old or older; (2) you will only have one Demonstrators Direct account that must be in your real name; and (3) you are not already restricted by Demonstrators Direct from using the Services.

3.3. However, if law requires that you must be older in order for Demonstrators Direct to lawfully provide the Services to you (including the collection, storage and use of your information) then the Minimum Age is such older age.

3.4. The Services are not for use by anyone under the age of 13.

3.5. You’ll keep your password a secret.

3.6. You will not share an account with anyone else and will follow our rules and the law.

3.7. As between you and others, your account belongs to you. You agree to: (1) try to choose a strong and secure password; (2) keep your password secure and confidential; (3) not transfer any part of your account and (4) follow the law and the Dos and Don'ts below. You are responsible for anything that happens through your account unless you close it or report misuse.

4. Payment.

4.1. You'll honor your payment obligations and you are okay with us storing your payment information. Also, there may be fees and taxes that are added to our prices.

4.2. We don't guarantee refunds.

4.3. If you purchase any of our paid Services (“Premium Services”), you agree to pay us the applicable fees and taxes. Failure to pay these fees may result in the termination of your subscription. Also:

4.4. Your purchase may be subject to foreign exchange fees or differences in prices based on location (e.g. exchange rates).

4.5. You authorize us to store and continue billing your payment method (e.g. credit card) even after it has expired, to avoid interruptions in your service (e.g. subscriptions) and to facilitate easy payment for new services.

4.6. If you do not renew or cancel your subscription prior to the subscription’s term-expiration, your subscription will, if it is a monthly subscription, automatically renew at the then current monthly subscription rate or, if it is a multi-month subscription, be converted to a monthly subscription and charged the then current monthly subscription rate until such time as you renew or cancel your subscription.

4.7. You must pay us for applicable fees and taxes unless you cancel the Premium Service, in which case you agree to still pay these fees through the end of the applicable subscription period.

4.8. Taxes are calculated based on the billing information that you provide us at the time of purchase.

5. Opt Out. You may opt out of your multi-month subscription at any time according to the following terms:

5.1.Your request must be in writing or email and sent to the address provided in the “Company Info” section of the demonstratorsdirect.com website.

5.2. You will be billed for the months in which your account was active and any available funds will be refunded according to the following:

5.2.1. Your request will be deemed to have been made upon the date of our receipt of your request.

5.2.2. Your subscription cancelation shall be effective immediately upon or receipt of your request regardless of when the effects of your request are manifested in your account.

5.2.3. Your multi-month subscription will be retroactively converted to a month-to-month subscription beginning on your original subscription date.

5.2.4. Your account balance will be recalculated according to the following terms:

5.2.4.1. You will be billed for each month, full or partial, during which your account was active and will be charged at the published monthly rate in effect at the time of your request.

5.2.4.2. If your request is received after the 15th of the month in which your request is received, then you will also be billed for the next month.5.2.5. After recalculating your charges and deducting it from any applicable balance that has previously been applied to your account and should a positive balance still remain in your account, then any and all remaining funds will be returned to within sixty (60) days of the receipt of your request.

6. Notices and Service Messages.

6.1. You're okay with us using our website(s), SMS/MMS text messaging (if you have not opted out of text services), phone calls, and email to provide you with important notices. Also, you agree that certain additional information can be shared with us.

6.2. If the contact information you provide isn't up to date, you may miss out on these notices.

6.3. You agree that we may provide notices to you in the following ways: (1) a banner notice on the Service, or (2) an email sent to an address you provided, or (3) through other means including mobile number, SMS/MMS. telephone, or mail. You agree to keep your contact information up to date.

7. Messages and Sharing.

7.1. When you provide information, others can see, copy and use that information. This includes third-party entities such as Vendors, partners, service providers, law enforcement, and any other entity with whom we work to provide you with the Services.

7.2. Our Services allow messaging and sharing of information in many ways, such as your profile, job postings, emails, social media, and blogs. Information and content that you share or post may be seen by others. Where we have made settings available, we will honor the choices you make about who can see content or information and the type of notices you would like to receive. Note that other activities, such as applying for a job, are by default private, only visible to the addressee(s).

7.3. We are not obligated to publish any information or content on our Service and can remove it in our sole discretion, with or without notice.

8. Feedback and Reviews.

8.1. By using our Services, you specifically authorize,without limitation, Demonstrators Direct to do the following:

8.1.1. solicit, request, collect, share, and/or distribute reviews and/or comments from other Members (e.g. Vendors by whom you were employed or demonstrators you employed) about any aspect of your performance or relationship said Member;

8.1.2. to perform said actions in relation to any other Member or third party at Demonstrators Direct’s sole discretion; and/or

8.1.3. to use any method(s) of communication by which to perform these activities.

9. Rights and Limits.

9.1. Your License to Demonstrators Direct.

9.1.1. You own all of the content, feedback, and personal information you provide to us, but you also grant us a non-exclusive license to it.

9.1.2. We'll honor the choices you make about who gets to see your information and content.9.1.3. You promise to only provide information and content that you have the right to share, and that your Demonstrators Direct profile will be truthful.

9.2. As between you and Demonstrators Direct, you own the content and information that you submit or post to the Services and you are only granting Us the following non-exclusive license: A worldwide, transferable and sub-licensable right to use, copy, modify, distribute, publish, and process, information and content that you provide through our Services, without any further consent, notice and/or compensation to you or others. These rights are limited in the following ways:

9.2.1. You can end this license for specific content by deleting such content from the Services, or generally by closing your account, except (a) to the extent you shared it with others as part of the Service and they copied or stored it and (b) for the reasonable time it takes to remove from backup and other systems.

9.2.2. We will not include your content in advertisements for the products and services of others (including sponsored content) to others without your separate consent. However, we have the right, without compensation to you or others, to serve ads near your content and information, and your comments on sponsored content may be visible as noted in the Privacy Policy.

9.2.3. We will get your consent if we want to give others the right to publish your posts beyond the Service. However, other Members and/or Visitors may access and share your content and information, consistent with your settings and degree of connection with them.

9.2.4. While we may edit and make formatting changes to your content (such as translating it, modifying the size, layout or file type or removing metadata), we will not modify the meaning of your expression.

9.3. Because you own your content and information and we only have non-exclusive rights to it, you may choose to make it available to others, including under the terms of a Creative Commons license.

9.4. You agree that we may access, store and use any information that you provide in accordance with the terms of the Privacy Policy and your privacy settings.

9.5. By submitting suggestions or other feedback regarding our Services to Demonstrators Direct, you agree that We can use and share (but does not have to) such feedback for any purpose without compensation to you.

9.6. You agree to only provide content or information if that does not violate the law nor anyone's rights (e.g., without violating any intellectual property rights or breaching a contract).

9.7. You also agree that your profile information will be truthful.

9.8. Demonstrators Direct may be required by law to remove certain information or content.

10. Service Availability.

10.1. We may change or discontinue any of our Services. We can't promise to store or keep showing any information and content you've posted.

10.2. We may change, suspend or end any Service, or change and modify prices prospectively in our discretion. To the extent allowed under law, these changes may be effective upon notice provided to you.

10.3. Demonstrators Direct is not a storage service. You agree that we have no obligation to store, maintain or provide you a copy of any content or information that you or others provide, except to the extent required by applicable law.

11. Other Content and Sites.

11.1. When you see or use others' content and information posted on our Services, it's at your own risk.

11.2. Third parties may offer their own products and services through our Services, and we aren't responsible for those third-party activities.

11.3. By using the Services, you may encounter content or information that might be inaccurate, incomplete, delayed, misleading, illegal, offensive or otherwise harmful. Demonstrators Direct generally does not review content provided by our Members. You agree that we are not responsible for third parties' (including other Members') content or information or for any damages as result of your use of or reliance on it.

11.4. You are responsible for deciding if you want to access or use third party sites that link from our Services. Except to the limited extent it may be required by applicable law, Demonstrators Direct is not responsible for these other sites or members -- use or access them at your own risk.

12. Limits.

12.1. We have the right to limit how you connect and interact on our Services.

12.2. We're providing you notice about our intellectual property rights.

12.3. Demonstrators Direct reserves the right to limit your use of the Services, including the number of your connections and your ability to contact other Members. Demonstrators Direct reserves the right to restrict, suspend, or terminate your account if we believe that you may be in breach of this Agreement or law or are misusing the Services.

12.4. Demonstrators Direct reserves all of its intellectual property rights in the Services. For example, Demonstrators Direct, our logo, and any other Demonstrators Direct trademarks, service marks, graphics, and logos used in connection with Demonstrators Direct are trademarks or registered trademarks of Demonstrators Direct. Other trademarks and logos used in connection with the Services may be the trademarks of their respective owners.

13. Disclaimer and Limit of Liability.

13.1. No Warranty. This is our disclaimer of legal liability for the quality, safety, or reliability of our Services.

13.1.1. TO THE EXTENT ALLOWED UNDER LAW, DEMONSTRATORS DIRECT (AND THOSE THAT DEMONSTRATORS DIRECT WORKS WITH TO PROVIDE THE SERVICES) (A) DISCLAIM ALL IMPLIED WARRANTIES AND REPRESENTATIONS (E.G. WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF DATA, AND NON-INFRINGEMENT); (B) DO NOT GUARANTEE THAT THE SERVICES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS; C) PROVIDE THE SERVICE (INCLUDING CONTENT AND INFORMATION) ON AN “AS IS” AND “AS AVAILABLE” BASIS; AND D) DO NOT WARRANTY OR ENDORSE ANY PARTICULAR MEMBER OR OPPORTUNITY, YOUR ENGAGEMENT, COMMUNICATIONS, INTERACTIONS, AND EMPLOYMENT RELATIONSHIP WITH ANY OTHER MEMBER IS ENTERED INTO SOLELY OF YOUR OWN FREE WILL, AT YOUR OWN RISK, AND DEMONSTRATORS DIRECT IS NOT A PARTY TO ANY OF THESE ACTIVITIES.

13.1.2. SOME LAWS DO NOT ALLOW CERTAIN DISCLAIMERS, SO SOME OR ALL OF THESE DISCLAIMERS MAY NOT APPLY TO YOU.

13.2.Exclusion of Liability. These are the limits of legal liability we may have to you.

13.2.1. TO THE EXTENT PERMITTED UNDER LAW (AND UNLESS DEMONSTRATORS DIRECT HAS ENTERED INTO A SEPARATE WRITTEN AGREEMENT THAT SUPERSEDES THIS AGREEMENT), DEMONSTRATORS DIRECT (AND THOSE THAT DEMONSTRATORS DIRECT WORKS WITH TO PROVIDE THE SERVICES) SHALL NOT BE LIABLE TO YOU OR OTHERS FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF DATA, OPPORTUNITIES, REPUTATION, PROFITS OR REVENUES, RELATED TO THE SERVICES (E.G. OFFENSIVE OR DEFAMATORY STATEMENTS, DOWN TIME OR LOSS, USE OR CHANGES TO YOUR INFORMATION OR CONTENT).

13.2.2. IN NO EVENT SHALL THE LIABILITY OF DEMONSTRATORS DIRECT (AND THOSE THAT DEMONSTRATORS DIRECT WORKS WITH TO PROVIDE THE SERVICES) EXCEED, IN THE AGGREGATE FOR ALL CLAIMS, AN AMOUNT THAT IS THE LESSER OF (A) FIVE TIMES THE MOST RECENT MONTHLY OR YEARLY FEE THAT YOU PAID FOR A PREMIUM SERVICE, IF ANY, OR (B) US $1000.

13.2.3. THIS LIMITATION OF LIABILITY IS PART OF THE BASIS OF THE BARGAIN BETWEEN YOU AND DEMONSTRATORS DIRECT AND SHALL APPLY TO ALL CLAIMS OF LIABILITY (E.G. WARRANTY, TORT, NEGLIGENCE, CONTRACT, LAW) AND EVEN IF DEMONSTRATORS DIRECT HAS BEEN TOLD OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF THESE REMEDIES FAIL THEIR ESSENTIAL PURPOSE.

13.2.4. SOME LAWS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY, SO THESE LIMITS MAY NOT APPLY TO YOU.

14. Termination. We can each end this Agreement with notice anytime we want.

14.1. Demonstrators Direct or You may terminate this Agreement at any time with notice to the other. On termination, you lose the right to access or use the Services. The following shall survive termination:

14.1.1. Our rights to use and disclose your and other Member feedback;

14.1.2. Members and/or Visitors'r rights to further re-share content and information you shared through the Service to the extent copied or re-shared prior to termination;

14.1.3. Sections 12, 14 and 15 of this Agreement;

14.1.4. Any amounts owed by either party prior to termination remain owed after termination.

15. Dispute Resolution. In the unlikely event we end up in a legal dispute, it will take place in Utah courts, applying Utah law.

15.1.You agree that the laws of the State of Utah, U.S.A., excluding its conflict of laws rules, shall exclusively govern any dispute relating to this Agreement and/or the Services. We both agree that all of these claims can only be litigated in the federal or state courts of Utah or Salt Lake County, Utah, USA, and we each agree to personal jurisdiction in those courts.

16. General Terms. Here are some important details about how to read the Agreement.

16.1. If a court with authority over this Agreement finds any part of it not enforceable, you and us agree that the court should modify the terms to make that part enforceable while still achieving its intent. If the court cannot do that, you and us agree to ask the court to remove that unenforceable part and still enforce the rest of this Agreement. To the extent allowed by law, the English version of this Agreement is binding and any other translations are for convenience only. This Agreement (including additional terms that may be provided by us when you engage with a feature of the Services) is the only agreement between us regarding the Services and supersedes all prior agreements for the Services.

16.2. If we don't act to enforce a breach of this Agreement, that does not mean that Demonstrators Direct has waived its right to enforce this Agreement. You may not assign or transfer this Agreement (or your membership or use of Services) to anyone without our consent. However, you agree that Demonstrators Direct may assign this Agreement to its affiliates or a party that buys it without your consent. There are no third party beneficiaries to this Agreement.

16.3. We reserve the right to change the terms of this Agreement and will provide you notice if we do and we agree that changes cannot be retroactive. If you don't agree to these changes, you must stop using the Services.

16.4. You agree that the only way to provide us legal notice is at the address(es) provided at https:// secure.utah.gov/bes/.

17. Demonstrators Directs “DOs” and “DON’Ts.”

17.1. Dos. You agree that you will:

17.1.1. Comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, anti-spam laws, export control laws, tax laws, and regulatory requirements;

17.1.2. Provide accurate information to us and keep it updated;

17.1.3. Use your real name on your profile; and

17.1.4. Use the Services in a professional manner.

17.2. Dont's. You agree that you will not:

17.2.1. Act dishonestly or unprofessionally, including by posting inappropriate, inaccurate, or objectionable content;

17.2.2. Add content that is not intended for, or inaccurate for, a designated field (e.g. submitting a telephone number in the “title” or any other field, or including telephone numbers, email addresses, street addresses or any personally identifiable information for which there is not a field provided by us);

17.2.3. Use an image that is not your likeness or a head-shot photo for your profile;

17.2.4. Create a false identity on Demonstrators Direct;

17.2.5. Misrepresent your current or previous positions and qualifications;

17.2.6. Misrepresent your affiliations with a person or entity, past or present;

17.2.7. Misrepresent your identity, including but not limited to the use of a pseudonym;

17.2.8. Create a Member profile for anyone other than yourself (a real person);17.2.9. Invite people you do not know to join your network;

17.2.10. Use or attempt to use another's account;

17.2.11. Harass, abuse or harm another person;

17.2.12. Send spam or other unwelcome communications to others;

17.2.13. Scrape or copy profiles and information of others through any means (including crawlers, browser plugins and add-ons, and any other technology or manual work);

17.2.14. Act in an unlawful, libelous, abusive, obscene, discriminatory or otherwise objectionable manner;

17.2.15. Disclose information that you do not have the right to disclose (such as confidential information of others (including your employer));

17.2.16. Violate intellectual property rights of others, including patents, trademarks, trade secrets, copyrights or other proprietary rights;

17.2.17. Violate the intellectual property or other rights of Demonstrators Direct, including, without limitation, using the words “Demonstrators Direct” or our logos in any business name, email, or URL except as specifically authorized, in writing, by Demonstrators Direct.

17.2.18. Post any unsolicited or unauthorized advertising, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation unauthorized by Demonstrators Direct;

17.2.19. Send messages to distribution lists, newsgroup aliases, or group aliases;

17.2.20. Post anything that contains software viruses, worms, or any other harmful code;

17.2.21. Manipulate identifiers in order to disguise the origin of any message or post transmitted through the Services;

17.2.22. Creating or operate a pyramid scheme, fraud or other similar practice;

17.2.23. Copy or use the information, content or data of others available on the Services (except as expressly authorized);

17.2.24. Copy or use the information, content or data on Demonstrators Direct in connection with a competitive service (as determined by Demonstrators Direct);

17.2.25. Copy, modify or create derivative works of Demonstrators Direct, the Services or any related technology (except as expressly authorized by Demonstrators Direct);

17.2.26. Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the Services or any related technology, or any part thereof;

17.2.27. Imply or state that you are affiliated with or endorsed by Demonstrators Direct without our express consent;

17.2.28. Rent, lease, loan, trade, sell/re-sell access to the Services or related any information or data;

17.2.29. Deep-link to our Services for any purpose other than to promote your profile or an opportunity, without Demonstrators Direct’s consent;17.2.30. Remove any copyright, trademark or other proprietary rights notices contained in or on our Service;

17.2.31. Remove, cover or obscure any advertisement included on the Services;

17.2.32. Collect, use, copy, or transfer any information obtained from Demonstrators Direct without the consent of Demonstrators Direct;

17.2.33. Share or disclose information of others without their express consent;

17.2.34. Use manual or automated software, devices, scripts robots, other means or processes to access, “scrape,” “crawl” or “spider” the Services or any related data or information;

17.2.35. Use bots or other automated methods to access the Services, add or download contacts, send or redirect messages;

17.2.36. Monitor the Services' availability, performance or functionality for any competitive purpose;

17.2.37. Engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Services;

17.2.38. Access the Services except through the interfaces expressly provided by Demonstrators Direct, such as its mobile applications and demonstratorsdirect.com;

17.2.39. Override any security feature of the Services; and/or

17.2.40. Interfere with the operation of, or place an unreasonable load on, the Services (e.g., spam, denial of service attack, viruses, gaming algorithms).

18. Complaints Regarding Content. We respect the intellectual property rights of others. We require that information posted by Members be accurate and not in violation of the intellectual property rights or other rights of third parties. Any claims regarding the unauthorized use of intellectual property will be handled by Demonstrators Direct on a case by case basis.