WEB SITE TERMS OF USE

Wow! You actually came to this page. Our lawyers made us include it and made us use a precious button on our home page to get you here. At first, we thought the lawyers were a real pain. But then we read the page. What a Netwakening! It's really important stuff. We took the legalese the lawyers wrote and translated it into readable English. So be a smart nethead and read the stuff on this page. It could prevent you from hearing from our lawyers, or worse yet, from really nasty people, like prosecutors.

Here's the deal:

We run this site so that people like you (and people you like) can use it for personal entertainment, information, education, communication, and cybergratification. So go ahead and browse around all you like. You can even download stuff from the site but only for non-commercial, personal use. If you do, though, don't fool around with the copyright and other notices all over the stuff. They're there for a really good reason. And don't even think about distributing, modifying, transmitting, reusing, re-posting, or anything else uncool with any of the stuff, including the text, images, audio, and video, for public or commercial purposes unless we give you written permission. And it's not likely we will.

If you visit our site, you're also legally obligated to [read: stuck with] the terms and conditions listed below and any other law or regulation that applies to the site, the Internet, the World Wide Web, or Moab, Ut. You shouldn't access or browse the site if you have any problem with that, because once you start, there's no turning back -- you are bound by [read: stuck with] the terms and conditions.

So here's the scoop on our Top Ten Rules for Cybersurfers who hang out on our site:

1. For everyone's sake, just assume that everything on the site is copyrighted unless we say it's not. So you can't use the stuff except how we say you can on this page or anywhere else on the site without our written permission. And like we said before, it's not likely we'll give you permission anyway. In fact, even if we wanted to, the lawyers are likely to veto any deal anyway. So it's better you don't even ask.

2. While we try to include accurate stuff on the site, we're not promising you it's accurate. In fact, we're not promising you anything except fun and entertainment. So if you use stuff on the site, you're using it at your own risk. Don't call us if there's a problem because we assume no liability or responsibility for errors or omissions on the site.

3. We and anybody else who helped us create, produce, or deliver the site are not liable for any damages you suffer when you use it. In particular, the lawyers want you to know that our disclaimer includes "direct, incidental, consequential, indirect, or punitive damages arising out of your access to, or use of, the site. Without limiting the foregoing, everything on the site 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, OR NON INFRINGEMENT.

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. " Ugh! What a mouthful from the mouthpieces. We put all of that in quotes because we couldn't figure out any other way to say it that the lawyers would accept. But here's the bottom line -- we're not responsible if you're browsing around and the site damages you or your computer or infects it with any nasty viruses. We sure hope that doesn't happen, but if it does, don't call us.

4. If you don't want the world to know something, don't post in on the site in any bulletin board or anyplace else. That's because anything you disclose to us is ours. That's right -- ours. So we can do anything we want with the stuff you post. We can reproduce it, disclose it, transmit it, publish it, broadcast it, and post it someplace else. We can even send it to your mother (as soon as we find her address). Not only that, we can even use any ideas, concepts, know-how, or techniques you post any way we want to, including, developing, manufacturing and marketing products or other stuff using the information you post.

5. Pictures of people or places shown on the site are either our property or someone else's property we're using with their permission. No matter what, it's definitely not your property. You or any of your net-friends can't use it unless we said you could on this page or somewhere else on the site. And guess what -- we won't say yes. So be careful, Bunky, because unauthorized use may violate all sorts of nasty laws. Be smart, keep the stuff you download to yourself.

6. There's also a lot of trademarks, logos, and service marks on the site that either we own or we're using with someone else's permission. So don't think you have any kind of license or right to use them, because you don't and we're not about to give you one. If you don't leave them alone and mess with our trademarks, logos and service marks on our site, we'll probably go ballistic, so will the companies that own the other trademarks, logos and service marks. That means that we're likely to sue you or to ask a prosecutor to come after you for messing around with our property or the property of others.

7. You'll probably notice we've linked our site to lots of others. While that's cool, it doesn't mean we've looked at all those sites, much less checked them out periodically to see what's going on. So don't blame us if some site you link to is bad or has stuff on it that offends you or your pets. Go ahead and link, but remember, you're doing it at your risk.

8. That brings us to what you do on our own site. While we occasionally listen in on chat groups, or look at the posting in our discussion groups or on our bulletin boards, we take no responsibility and assume no liability for the content of those locations or for any mistakes, defamation, libel, slander, omissions, falsehoods, obscenity, pornography, or profanity you might encounter when you visit such places on our site. And don't be stupid by posting or transmitting any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, nasty, mean, or profane material or any material that law enforcement types may consider a criminal offense, get someone in court on a civil lawsuit, or for that matter violate any law -- anywhere, anytime. While we certainly respect your privacy, we have no choice but to fully cooperate with any law enforcement authorities or court which might ask us who might have posted nasty stuff on our site.

9. Software that we use on this Site is protected by all sorts of patriotic U.S. laws. Because of that, you can't download or send the software to anyone in the vacation travel spots of Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other country where United States has embargoed goods; or (get this) to anyone on the United States Treasury Department's list of Specially Designated Nationals, the U.S. Commerce Department's Table of Deny Orders, or the FBI's Most Wanted Internet Creeps List (just kidding on the last one). As if that were not tough enough, if you live in or are a national of any of those lovely places, you're not even supposed to be reading this page, so beat it!

10. We're also allowed to change this page and anything else on the site any time we want to. That's because it's ours and we have the programmers who can do it. If we do change the page, then you're bound by [read: stuck with] those changes, too, whenever you visit our site.

11. If either of us wants to make something of it and wants to “sue” (a dirty word) then we have to follow these rules of engagement. (sort of according to the Geneva Convention):

This Agreement is governed by the laws of the State of Utah, without regard to principles of conflict of laws.

To the extent you have in any manner violated or threatened to violate iTalkSimply.com and/or its affiliates' intellectual property rights, iTalkSimply.com and/or its affiliates may seek injunctive or other appropriate relief in any state or federal court in the State of Utah, and you consent to exclusive jurisdiction and venue in such courts.

Any other disputes will be resolved as follows:

If a dispute arises under this agreement, we agree to first try to resolve it with the help of a mutually agreed-upon mediator in the following location: 675n 500w Moab, UT. Any costs and fees other than attorney fees associated with the mediation will be shared equally by each of us.

If it proves impossible to arrive at a mutually satisfactory solution through mediation, we agree to submit the dispute to binding arbitration at the following location: 675n 500w Moab, UT, under the rules of the American Arbitration Association. Judgment upon the award rendered by the arbitration may be entered in any court with jurisdiction to do so.

If this all sounds kind of mean and undiplomatic, you should have seen what the lawyers gave to us in the first place. We had to remind them that human torture and sacrifice was outlawed in the United States. Boy, did they look disappointed!

03-01-05

iTalkSimply.com a YourSolutions.net, LLC Company

 
Membership Subscriber Agreement

The Web site located at http://www.iTalkSimply.com ("Site") is provided by YourSolutions.net, LLC. Your access to and use of the Site is governed by this Subscriber Agreement ("Agreement"). As used in this Agreement, "iTalkSimply.com," "we," "us'" or "our" refers to iTalkSimply.com, and "you" or "your" refers to you, the user of the Site. The Agreement below is the agreement you consent to upon subscribing to the site. The Agreement does not apply to use of the publicly available Web Site maintained by iTalkSimply.com.

TERMS AND CONDITIONS
The Application & Agreement, Policies & Procedures and Compensation Plan specifically incorporated herein by reference, along with these terms and conditions form the agreement between the Company and the Member Subscriber and shall be effective only upon acceptance by the Company, and its principal office.


Member Subscriber Agrees:

1. Member Subscriber (MS) is of legal age in the state, which s/he resides and is at least 18 years of age.

2. MS understands that s/he is not compensated for referring other MS's, But instead will not be billed upon referral of 3 other Active MS's. These MS's must remain active monthly. If the number of referred active MS's is less than 3, I understand I will again be billed monthly.

3. Applicant is, upon acceptance, an independent contractor, called Member Subscriber or MS, conducting business for his/her own account and not an agent, employee, or franchise for the Company.

4. MS agrees to accept sole responsibility for all self-employment, Social Security, Federal and State Income Taxes, and any other taxes on any income earned as an MS. The Company will file a 1099 or equivalent on each MS at the close of the calendar year for the amount of commissions and bonuses earned under this agreement. Before commission can be paid, a tax id number must be on file.

5. MS agrees that the Company will not be liable whatsoever for city, county, state, and federal taxes or any other fees pertaining to efforts and earnings of the MS.

6. MS shall not promote or sell other Companies' products at Company functions or use the Company forms or printed materials or its name, prestige, or drawing power in conjunction with or in support of another activities. Such action is cause for termination.

7. MS will not alter the Company literature or products in any way.

8. MS shall make every reasonable effort before beginning to sell the Company products and referring others to become familiar with the products and their descriptions.

9. MS will not make any claims of any kind pertaining to the products ability or intent give advice pertaining to taxes and or legal considerations. Only the benefits given in the official Company promotional materials should be used. When presenting the service with others, MS shall present the product in its entirety, without omissions, distortions, or misrepresentation.

10. MS shall not represent or imply, directly or indirectly that the Company has been approved or endorsed by the Small Business Administration, (SBA), or any other governmental agency. Federal or state regulatory agencies do not approve or endorse any marketing company, products, or programs.

11. MS will indemnify and hold harmless the Company from any and all claims, expenses, costs, causes of action, or any damages resulting from his/her actions or personal negligence and actions including but not limited to an MS statement or any violation of this agreement.

12. MS may voluntarily terminate this agreement at anytime. An MS who elects not to renew or cancel this agreement or is involuntarily terminated looses all rights to positions, and purchases of products. The terminated MS's sales organization shall be transferred to his/her first active sponsor’s level.

13. MS agrees to use only the Company's business and promotional materials provided by the Company and will conduct all business operations in strict compliance with all applicable laws and other requirements of any other federal, county, state and other governmental agencies.

14. MS understands that the Company generally does not permit changing of referring member. Referral marketing is a business of creating relationships. Once an MS is referred the Company believes in maximum protection of that relationship.

15. As an independent contractor, MS is aware of the quality of products offered by the Company and the other costs and contractual obligations that occur when he/she purchases products from the Company.

16. The Company maintains a ZERO SPAM policy. The Company considers SPAM to be any unsolicited or bulk email. MS understands and agrees that failure to comply with this policy will result in immediate termination. You will also lose all the referrals and any monetary benefit you may have.

What is spam? Spam is an email message that is send to someone when they did not ask for it. Basically, unsolicited commercial e-mail. Also, there are many kinds of spamming such as posting irrelevant messages on newsgroups, usenet, message board, chat sites, forums, etc. For more info about spamming, please visit http://www.abuse.net  If you have been spammed by one of our members, please report it to admin@iTalkSimply.com. We all need to protect the Corporate name and website and immediate action will be taken. Please include the spam email along with its header, and also the member's id if available.


COMPANY AGREES:

1. The company will retain full authority to accept or reject any application or any orders for products. Such refusal is solely within the discretion of the Company. No right of action against the Company will arise because of any such acceptance or refusal.

2. The Company reserves the right at its sole discretion to amend, revise, institute, alter, modify, or change, including but not limited to prices, literature, policies, this agreement, and the compensation plan.

3. Any such revisions become effective by letter, or by publication in official Company literature, addressed and posted by the US mail to MS at h/her last known address. The MS agrees to be bound by these changes.

4. The Company shall not be responsible for acts beyond its control, including but not limited to: fire, floods, earthquake, storm, power outages, labor difficulties, equipment failure (hardware /software), supplier problems, affiliate or joint venture company’s lack of performance or other difficulties that might prevent performance according to this agreement.

5. The Company assumes no liability for personal injury arising from use or mishandling of any of the Company products.

6. The Company does not require MS to refer or recruit anyone.

7. The Company reserves the right to terminate this agreement immediately upon receipt of information sufficient to the Company that the MS has violated any term or condition of this agreement or otherwise has acted illegally or unethically. The MS looses all rights from the date of termination and thereafter.

8. The Company will support its MS's with products, material, and training to the best of its ability.

9. The Company requests that all MS's obey the letter and the spirit of the Laws of God and Man and that they treat his/her customers, fellow Member Subscribers, and distributors of other network marketing companies with fairness and dignity, understanding that truth in business as in other areas of life is best and that morals and ethics along with common courtesy for all is he best of law.

ITALKSIMPLY.COM WEB SITE TERMS OF USE AND LEGAL RESTRICTIONS ATTENTION: PLEASE READ THESE TERMS CAREFULLY BEFORE USING THIS WEB SITE. BY USING THIS WEB SITE YOU INDICATE THAT YOU ACCEPT THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS, DO NOT USE THIS WEB SITE.

Use of Site

1. Access and Passwords
As part of the subscription process for this Site, you will selected or been assigned a particular username and password in accordance with iTalkSimply.com's username and password guidelines. YOU AGREE THAT YOU ARE THE ONLY INDIVIDUAL ENTITLED TO ACCESS THE SITE USING YOUR USERNAME OR PASSWORD, AND YOU AGREE NOT TO PERMIT OTHERS TO ACCESS THE SITE USING YOUR USERNAME OR PASSWORD. You agree that all actions taken by you, or any other user that accesses the Site using your username and password, at or through the Site will be attributed to and legally bind you, even with respect to acts for which the user had no actual authority or made an error. You assume all resulting liability from use of the Site and any services available on it by you or others using your username or password. If you lose your username or password, please contact us at: admin@iTalkSimply.com.

2. Subscription Fees and Payments
You can always find the current Subscription Fees posted on our site. Your subscription will continue and renew automatically each month that you have less than 3 (or more) active referrals, unless terminated by iTalkSimply.com or until you notify iTalkSimply.com by email or as designated on the Site of your decision to terminate your subscription. If there are any annual, monthly, or similar periodic fees for your subscription, these fees will be billed automatically to the credit card designated during the registration process for the Site or subsequently designated by you to iTalkSimply.com, at the start of the monthly or similar period, and at the start of each renewal period, unless you terminate your subscription before the relevant period begins. You agree to pay or have paid all fees and charges incurred in connection with your username and password for the Site (including any applicable taxes) at the rates in effect when the charges were incurred. All fees and charges are nonrefundable. iTalkSimply.com may change the fees and charges then in effect, or add new fees or charges, by giving you notice in advance. All fees and charges incurred in connection with your iTalkSimply.com username and password will be billed to the credit card designated during the registration process for the Site or subsequently designated by you to iTalkSimply.com. If you want to designate a different card or there is a change in credit card validity or expiration date, or if you believe someone has accessed the Site using your username and password without your authorization, you may email us at admin@iTalkSimply.com. You are also responsible for any fees or charges incurred to access the Site through an Internet service provider or other third party service. YOU, AND NOT iTalkSimply.com, ARE RESPONSIBLE FOR PAYING ANY AMOUNTS BILLED TO YOUR CREDIT CARD BY A THIRD PARTY WHICH WERE NOT AUTHORIZED BY YOU.

3. User Conduct
The Site may contain video/audio/text chat, bulletin board services, news groups, forums, and/or other message or communication facilities ("Communication Services") designed to enable you to communicate with others. You agree to use the Communication Services only to submit or post messages and material that are proper and, when applicable, related to the particular Communication Service. You are also prohibited from submitting to, posting or transmitting through iTalkSimply.com.net any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, sexually explicit, profane, hateful, racially, ethnically, or otherwise objectionable material of any kind, including but not limited to any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or international law. Content that consists of or contains software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of "spam" is prohibited. iTalkSimply.com has a ZERO tolerance for spamming. You may not use a false email or postal address, impersonate any person or entity, or otherwise mislead as to the origin of your posted content.

Any opinions, advice, statements, services, offers, or other information that constitutes part of the content expressed or made available by third parties are those of the respective authors or distributors and not of iTalkSimply.com nor its affiliates, not any of their officers, directors, employees, or agents. You acknowledge that iTalkSimply.com does not pre-screen all content, but that iTalkSimply.com and its designees shall have the right (but not the obligation) in their sole discretion to refuse or move any content that is made available via the Communication Services. Without limiting the foregoing, iTalkSimply.com and its designees shall have the right to remove any content that violates this Agreement or is otherwise objectionable. You specifically agree that iTalkSimply.com is not responsible for any content sent using and/or included in the Site by any third party.

4. Copyright and Restrictions
This Web site contains proprietary material of iTalkSimply.com (or material that other suppliers have licensed to iTalkSimply.com for their use) which is protected by copyright and other laws respecting proprietary rights. iTalkSimply.com retains all rights in the material and media, including (without limitation) all copyright and other proprietary rights worldwide in all media. You may not use iTalkSimply.com except as expressly permitted under this Agreement and under U.S. copyright laws. Any routine and/or systematic redistribution of any portion of the products licensed herein is expressly prohibited.

End users who are duly authorized may Access iTalkSimply.com for individual use, i.e., may view the information on screen; may download small portions of the information to a computer disk for personal convenience and later reference; and may print paper copies of small portions for personal use only.

The rights granted here are an expansion of the rights granted under the Copyright Act and do not include any rights to reproduce in its entirety any portion of the information or materials contained therein. No part of the information may be duplicated in any medium or format beyond the express terms of this Agreement without prior written authorization from iTalkSimply.com. Any use not authorized by the Agreement is prohibited and is not a fair use under the U.S. copyright law.

You acknowledge that the information (and the licensed materials contained therein) is highly proprietary in nature and that unauthorized copying, transfer or use may cause iTalkSimply.com and/or iTalkSimply.com’s suppliers irreparable injury that cannot be adequately compensated for by means of monetary damages. You agree that any breach of this provision by you, or any subscriber or end-user, may be enforced by iTalkSimply.com, and/or any of iTalkSimply.com’s suppliers, by means of equitable relief (including, but not limited to, injunctive relief) in addition to any other available rights and remedies.

You agree that any supplier of any portion of the licensed materials may enforce its rights against you, even though that supplier is not a party to the Agreement.

You may not and may not permit others to: reproduce, publish, distribute, sell, or otherwise access or use any material retrieved from or contained in or on this Site in any manner whatsoever that may infringe any copyright or proprietary interest of iTalkSimply.com; distribute the information contained in and/on this Site to other users not duly authorized to Access the Site; distribute, rent, sublicense, lease, transfer or assign the information or Agreement; decompile, disassemble, or otherwise reverse-engineer this Site or information contained in or on this Site or any software contained therein, or alter, translate, modify, or adapt it to create derivative works. Unauthorized reproduction, transfer, and/or use may be a violation of criminal as well as civil law.

You are expressly prohibited from placing or installing any portion of the information on any electronic media, including, but not limited to, local or wide area networks, timesharing services, multiple processing units, multiple site arrangements, service or software rental bureaus, list servers, online services, electronic bulletin boards or forums, World Wide Web sites or any other server that is Internet-enabled, without written authorization by iTalkSimply.com.

If you breach any provision of this Agreement, iTalkSimply.com may immediately terminate this Agreement and all licenses granted hereunder without prior notice and in addition to any other available rights and remedies

5. Limitations on Use
The following activities are prohibited. You agree not to:

a. Use Web-accelerated browsers or products (including but not limited to NetJet, NetSonic, MSIECrawler and Teleport-Pro), or other applications that are capable of copying large portions of content from the Site. iTalkSimply.com can detect the use of these systems through live logfile analysis and will ban any future use by offenders.
b. Use robots and crawlers, or similar technology, without following the robot guidelines (found at http://info.webcrawler.com/mak/projects/robots.html). We are able to detect robots violating the guidelines and we will ban any offenders. If you are using a robot/crawler to check iTalkSimply.com links, it must operate according to the robot guidelines (see above). Do not leave new robots unattended and allow a minimum of 1 minute between automated requests.
c. Use any device, software or routine or the like to interfere or attempt to interfere with any Site functionality;
d. Take any action that imposes an unreasonable or disproportionately large load on the Site infrastructure;
e. Use any email addresses appearing on the Site for purposes not relating specifically to the Site;
f. Access the Site by any means other than through the interface that is provided by iTalkSimply.com, or attempt or access any area of the Site to which your access is not authorized; or
g. Reverse engineer, reverse assemble or otherwise attempt to discover any source code relating the Site, except to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

6. Accuracy and Availability of Information
The Site contains database information and other content compiled by iTalkSimply.com. While we use commercially reasonable efforts to provide accurate information, iTalkSimply.com gives no warranty as to the accuracy of the database and other content on the Site. iTalkSimply.com reserves the right to withdraw or delete information or content from the Site at any time.

7. Links to Third Party Sites
iTalkSimply.com does not endorse the content on any third-party Web site, including Web sites of iTalkSimply.com's affiliates ("Third-Party Sites"). iTalkSimply.com is not responsible for the content of Third-Party Sites that you reach through links on the Site, sites framed within the Site, or third-party advertisements on the Site, and we do not make any representations regarding their content or accuracy. Your use of Third-Party Sites is at your own risk and subject to the terms and conditions of use for such sites. Any transaction that you conduct at a Third-Party site will be between you and the party providing that Web site. This means that iTalkSimply.com is not your agent and is not a party to any transaction at a Third-Party Site.

8. Representations and Warranties
You represent and warrant to iTalkSimply.com that: (a) you possess the legal right and ability to enter into this Agreement; (b) all information submitted by you to the Site is true and accurate; (c) you will be responsible for all use of your username and password even if such use was conducted without your authority or permission; (d) you are at least 18 years old; and (e) you will not use the Site for any purpose that is unlawful or prohibited by this Agreement.

9. Disclaimer of Warranties
ALL CONTENT, SOFTWARE, AND OTHER SERVICES PROVIDED AT OR FOUND WITHIN THIS SITE BY iTalkSimply.com AND ITS AFFILIATES ARE PROVIDED "AS IS" AND "WITH ALL FAULTS," WITHOUT WARRANTIES OF ANY KIND, AND iTalkSimply.com. AND ITS AFFILIATES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. SPECIFICALLY, BUT WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, iTalkSimply.com DOES NOT MAKE ANY WARRANTIES REGARDING THE FOLLOWING: (a) AVAILABILITY OF THE SITE AT ANY PARTICULAR TIME; (b) ACCURACY OF THE CONTENT OR HOW CURRENT ANY CONTENT IS THAT IS FOUND ON THE SITE; (c) TRANSMISSIONS TO, FROM OR WITHIN THE SITE; (d) FUNCTIONALITY; (e) LACK OF VIRUSES; (f) COMPLIANCE OF THE SOFTWARE, SERVICES AND CONTENT PROVIDED UNDER THIS AGREEMENT WITH UNITED STATES, FEDERAL OR STATE LAWS; OR (g) THAT THE SOFTWARE, CONTENT OR SERVICES CONTAINED IN THE SITE WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE OR QUALITY.

10. Limitation of Damages
IN NO EVENT WILL iTalkSimply.com. OR ANY OF ITS AFFILIATES BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, OR SPECIAL DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF OR UNAUTHORIZED ACCESS TO INFORMATION, AND THE LIKE, EVEN IN THE EVENT OF FAULT, TORT, BREACH OF CONTRACT, OR BREACH OF WARRANTY, AND EVEN IF iTalkSimply.com. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. Limitation of Liability; Exclusive Remedy
ALSO, IN NO EVENT WILL iTalkSimply.com. OR ANY OF ITS AFFILIATES BE LIABLE TO YOU AND/OR ANY AGENCY FOR ANY AMOUNT IN EXCESS OF THE TOTAL DOLLAR AMOUNT ACTUALLY RECEIVED BY iTalkSimply.com. FROM YOU FOR ACCESS TO THE SITE AND ANY OF THE SERVICES AVAILABLE AT THE SITE DURING THE YEAR PRIOR TO YOUR CLAIM.

12. Indemnity
You agree to indemnify and hold us harmless, and pay our attorney's fees and costs, if we become liable for or incur any damages in connection with your breach of this Agreement. You may not settle any dispute without our prior consent, which may only be given in a non-electronic writing signed by an authorized representative of iTalkSimply.com.

13. Consent to Electronic Notices and Other Communications
You agree that all of your transactions relating to the Site may, at our option, be conducted electronically, including any that we are otherwise required to provide in "writing". For example, we may send you notices via postings at the Site or via email to any email address that you provide to us during registration as a Site member. If you do not wish to deal with us electronically, you should not use the Site or enter into this Agreement. If applicable law now or later requires us to communicate with you non-electronically, we reserve the right to charge a fee for doing so. Notice will be deemed given 24 hours after the email is sent, unless (for email) we are notified that the email address is invalid. Alternatively, we may give you notice by mail to the address provided during registration.

14. Print a Copy for Your Records
You agree to print or make an electronic copy of this Agreement (and any amendment from time to time) and retain it in your records. You also agree to make a copy of any other information that we deliver to you in writing.

15. Termination
iTalkSimply.com may terminate your subscription and/or access, or suspend access to all or part of the Site, without notice, for any conduct that iTalkSimply.com, in its sole discretion, believes is in violation of this Agreement, any applicable law, or any act which is harmful to the interests of another user, service provider, or iTalkSimply.com. iTalkSimply.com may also elect not to renew your subscription and access by providing a notice of nonrenewal prior to the end of your current subscription term. Applicable sections of this agreement will survive any termination or expiration of this Agreement.

16. Assignment
You agree not to assign your rights under this Agreement without the consent of an authorized representative of iTalkSimply.com in a non-electronic record, and any assignment without iTalkSimply.com's consent will be voidable at iTalkSimply.com's option. This Agreement will inure to the benefit of and bind the parties' respective successors and permitted assigns.

17. Applicable Law and Disputes
This Agreement is governed by the laws of the State of Utah, without regard to principles of conflict of laws.

To the extent you have in any manner violated or threatened to violate iTalkSimply.com and/or its affiliates' intellectual property rights, iTalkSimply.com and/or its affiliates may seek injunctive or other appropriate relief in any state or federal court in the State of Utah, and you consent to exclusive jurisdiction and venue in such courts.

If it proves impossible to arrive at a mutually satisfactory solution through mediation, we agree to submit the dispute to binding arbitration at the following location: admin@iTalkSimply.com, under the rules of the American Arbitration Association. Judgment upon the award rendered by the arbitration may be entered in any court with jurisdiction to do so.

18. Amendments
iTalkSimply.com may change the provisions of this Agreement. When iTalkSimply.com changes the terms of this Agreement, iTalkSimply.com will notify you by email or online postings on this Site. The changes will also appear in this document, which you can access any time. You already agreed to be bound by the changes when you first subscribed to the site. If you do not agree to be bound by the changes, you should not use the Site again and you should cancel your subscription to the Site. Even if you have not clicked on the "I Agree" button or checked the I agree box when subscribing, if you use the Site after you have been notified of a change to this Agreement, you are agreeing now to be bound by that change.

19. Entire Agreement; Severability; No Waiver
This Agreement (including all documents incorporated by reference) is the entire agreement between the parties for its subject matter and supercedes all prior and contemporaneous communications between the parties. No term of this Agreement may be waived by iTalkSimply.com except in a signed, non-electronic writing signed by an authorized representative of iTalkSimply.com.

20. Privacy Policy
iTalkSimply.com strives to offer its members and customers the many advantages of Internet technology and to provide an interactive and personalized experience. We may use Personally Identifiable Information (your name, e-mail address, street address, telephone number) subject to the terms of this privacy policy. We will never sell, barter, or rent your email address to any unauthorized third party.

As other Web publishers, we collect information to bring your more individualized content and advertisers who are seeking to provide you goods and services at a discount price. We respect your privacy and do not share your information. Aggregated Information may occasionally be shared with our advertisers and business partners. Again, this information does not include any Personally Identifiable Information about you or allow anyone to identify you individually.

We may use Personally Identifiable Information collected on iTalkSimply.com to communicate with you about your member registration and customization preferences; our Terms of Service and privacy policy; services and products offered by iTalkSimply.com and its associate joint ventures/affiliates and other topics or new products that you might find valuable.

Children
iTalkSimply.com does not knowingly collect or solicit Personally Identifiable Information from or about children under 13 except as permitted by law. If we discover we have received any information from a child under 13 in violation of this policy, we will delete that information immediately. If you believe iTalkSimply.com database has any information from or about anyone under 13, please contact us at the admin@iTalkSimply.com.

21. General
This agreement is governed by the laws of the State of Utah U.S.A. Any dispute between you and us must be brought before the state and federal courts located in Moab, Utah. General. Use of the iTalkSimply.com Web Site is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. You agree that no joint venture, partnership, employment, or agency relationship exists between you and iTalkSimply.com as a result of this agreement or use of the iTalkSimply.com’s Web Site. iTalkSimply.com’s performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of iTalkSimply.com’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Web Site or information provided to or gathered by iTalkSimply.com with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provisions will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and iTalkSimply.com with respect to the iTalkSimply.com Web Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and iTalkSimply.com with respect to the Web Site. A printed version of this agreement and any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to he same condition as other business documents and records originally generated and maintained in printed form.