KeyPleaz™ Terms of Service

Effective Date: February 06, 2020

Welcome to KeyPleaz™! KeyPleaz™ is a real estate platform that allows downloadable software in the nature of
a mobile application for use by home buyers, home sellers, real estate agents and brokers to manage and
facilitate the process of buying or selling residential and commercial properties. The entire process is handled
effortlessly through the app, including finding an available agent, scheduling, pricing, payment, and
communication. Before using KeyPleaz™, please take some time to carefully read our Terms of Service below
(“Terms ,” or “Agreement ”). The Terms below constitutes a binding contract between you and KeyPleaz™.

1. Acceptance of Terms.
By using the website www.keypleaz.com (including all the areas available through such website, collectively,
the “Site ”), downloading the KeyPleaz™ mobile application (“App ”), and/or by creating an account and using
the various services (collectively, such services, including any new features and applications, together with
the Site, the “Services ”) offered by KeyPleaz™, LLC, a Georgia limited liability company, (together with its
parents, subsidiaries, affiliates, agents, representatives, consultants, employees, officers, and directors –
collectively “KeyPleaz™, “we ,” “us ,” and/or “our ”) you, the user (collectively “Users ,” or “you ”),
acknowledge and agree to these legally binding Terms. You also agree to the KeyPleaz™ Privacy Policy located
at https://www.KeyPleazcom/privacy-policy (“Privacy Policy”) and all other operating rules, policies, and
procedures that may be published on the Services by KeyPleaz™ which are incorporated by reference.

BY DOWNLOADING THE APP OR CLICKING THE “AGREE” BUTTON, YOU (A) ACKNOWLEDGE THAT YOU HAVE
READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO
A BINDING AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND
BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SERVICES AND DELETE IT FROM
YOUR DEVICE.

2. Modification to Terms.
KeyPleaz™ reserves the right to modify the terms and conditions of this Agreement, such modifications shall
be binding on you only upon your acceptance of the modified Agreement. KeyPleaz™ reserves the right to
modify any information on pages referenced in the hyperlinks from this Agreement from time to time, and
such modifications shall become effective upon posting. Continued use of the KeyPleaz™ Services and
Platform after any such changes shall constitute your consent to such changes. Unless material changes are
made to the arbitration provisions herein, you agree that modification of this Agreement does not create a
renewed opportunity to opt out of arbitration (if applicable).

3. Your Information
Your Information is any information you provide, publish or post to or through the KeyPleaz™ Platform
(including any profile information you provide) or send to other Users (including via in-application feedback,
any email feature, or through any KeyPleaz™ -related Facebook, Instagram or other social media posting) (your
“Information”). You consent to us using your Information to create a User account that will allow you to use the
KeyPleaz™ Platform and participate in the KeyPleaz™ Services. Our collection and use of personal information
in connection with the KeyPleaz™ Platform and Services is as provided in KeyPleaz’s™ Privacy Policy. You are
solely responsible for your Information and your interactions with other members of the public, and we act
only as a passive conduit for your online posting of your Information. You agree to provide and maintain
accurate, current and complete information and that we and other members of the public may rely on your
Information as accurate, current and complete. To enable KeyPleaz™ to use your Information for the purposes
described in the Privacy Policy and this Agreement, you grant to us a non-exclusive, worldwide, perpetual,
irrevocable, royalty-free, transferable, sub-licensable (through multiple tiers) right and license to exercise the
copyright, publicity, and database rights you have in your Information, and to use, copy, perform, display and
distribute such Information to prepare derivative works, or incorporate into other works, such Information, in
any media now known or not currently known. KeyPleaz™ does not assert any ownership over your
Information; rather, as between you and KeyPleaz™, subject to the rights granted to us in this Agreement, you
retain full ownership of all of your Information and any intellectual property rights or other proprietary rights
associated with your Information.

4. Communication
By entering into this Agreement or using the KeyPleaz™ Platform, you agree to receive communications from
us, including via e-mail, text message, calls, and push notifications. You agree that texts, calls or prerecorded
messages may be generated by automatic telephone dialing systems. Communications from KeyPleaz™, and its
affiliated companies, may include but are not limited to: operational communications concerning your User
account or use of the KeyPleaz™ Platform or Services, updates concerning new and existing features on the
KeyPleaz™ Platform, communications concerning promotions run by us or our third-party partners, and news
concerning KeyPleaz™ and industry developments. Standard text messaging charges applied by your cell phone
carrier will apply to text messages we send.

IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS, YOU CAN UNSUBSCRIBE FROM OUR PROMOTIONAL
EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF. IF YOU WISH
TO OPT OUT OF PROMOTIONAL CALLS OR TEXTS, YOU MAY TEXT “END” FROM THE MOBILE DEVICE
RECEIVING THE MESSAGES. YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE
PROMOTIONAL TEXTS OR CALLS AS A CONDITION OF USING THE KeyPleaz™ PLATFORM OR RELATED
SERVICES. IF YOU WISH TO OPT OUT OF ALL TEXTS OR CALLS FROM KeyPleaz™ (INCLUDING OPERATIONAL
OR TRANSACTIONAL TEXTS OR CALLS), YOU CAN TEXT THE WORD “STOPALL” FROM THE MOBILE DEVICE
RECEIVING THE MESSAGES, HOWEVER YOU ACKNOWLEDGE THAT OPTING OUT OF RECEIVING ALL TEXTS
MAY IMPACT YOUR USE OF THE KeyPleaz™ PLATFORM OR RELATED SERVICES.

5. Eligibility for Account.

The KeyPleaz™ Services and Platform may only be used by individuals who have the right and authority to
enter into this Agreement, are fully able and competent to satisfy the terms, conditions, and obligations herein.
The KeyPleaz™ Services are not available to Users who have had their User account temporarily or permanently
deactivated. You may not allow other persons to use your User account, and you agree that you are the sole
authorized user of your account. To use the KeyPleaz™ Services, each User shall create a User account. Each
person may only create one User account, and KeyPleaz™ reserves the right to deactivate any additional or
duplicate accounts. By becoming a User, you represent and warrant that you are at least 18 years old.
Furthermore, you hereby represent that you are fully authorized to execute this Agreement on behalf of
yourself.

6. Condition for Usage by Licensing Brokerage

Brokerage participating Agents must adhere to the following:
(a) Maintaining an active real estate license in good standing pursuant to the laws of the State of Georgia;
(b) Abiding by all local, state and federal laws and the Rules and Regulations of the Georgia Real Estate
Commission;
(c) Broker and Agent working together in the real estate brokerage business in a Broker-Associate
relationship, with Agent adhering to all aspects/components of their Independent Contractor
Agreement (ICA) with Brokerage;
(d) Indemnify and hold harmless the Brokerage and the Broker from any and all claims, damages and
liabilities, including attorneys’ fees, arising from the intentional or negligent acts of the Agent or acts
outside the scope of the Brokerage-Associate’s authority;
(e) Abide by all policies and procedures as outlined in the Brokerage Policies and Procedures Manual
(“Manual”) now and hereafter established by the Brokerage. Agents acknowledges and understands
that the Policy and Procedure Manual is available for Agent review at all times on the Brokerage’s
intranet website for which a password is regularly distributed, but can also be obtained at any time
during regular business hours from the Brokerage main office;
(f) The National Association of Realtors and/or the Brokerage’s Code of Conduct;
(g) Allowing KeyPleaz™ to use Associate’s name, testimonial, picture, or description in its training
materials, advertising and other publications. In the event the Associate is no longer affiliated with the
Brokerage, KeyPleaz™ is still authorized to use the Associate’s name, testimonial, picture, or
description in its training materials, advertising and other publications;
(h) Attending KeyPleaz™ training programs as the Brokerage may present to familiarize Agent with
among other things, the Terms of Service of the Brokerage pertaining to KeyPleaz™, sales and
marketing information, and current developments in KeyPleaz™;
(i) Agent shall not solicit buyer/tenant agreements from buyers/ tenants who are subject to exclusive
buyer/tenant agreements with another Agent;
(j) When Agents are contacted by the client of another Agent regarding the creation of an exclusive
relationship to provide the same type of service, and Agent has not directly or indirectly initiated such
discussions, they may discuss the terms upon which they might enter into a future agreement or,
alternatively, may enter into an agreement which becomes effective upon expiration of any existing
exclusive agreement;
(k) Agents shall not use information obtained from the use of KeyPleaz™ to solicit buyers/listings without
the express consent of the Hiring Agent;
(l) If Hiring Agent works with one or more Showing Agents of Broker as part of KeyPleaz™, Hiring Agent
shall enter into a written agreement with the Showing Agent through the use of KeyPleaz™, addressing
among other things: (1) How Hiring Agent is to pay the Showing Agent/Open House Agent, its share of
commission on real estate transactions if any, and (2) How such commissions will be paid. Broker shall
be the sole and final arbiter of any and all disputes arising between current and former Agents: (1)
their entitlement to commissions; and (2) the meaning of any written agreement between Agents
dealing with questions of how Broker is to compensate current or former Agents for their share of
commissions earned;
(m) If Hiring Agent has an unrepresented Buyer who wants to view a property, Hiring Agent to define what
the Showing Agent’s compensation will be based upon the options below: (1) Pay showing fee only;
(2) Showing Agent to pay a referral fee to Hiring Agent for a pre-determined percent (if referral fee
not defined, then the fee will default to a 25% referral fee). If a referral fee is agreed to between the
Hiring Agent and the Showing Agent, then a notification of the said agreement will be sent to the
Brokerage for tracking purposes; (3) Showing Agent can keep Buyer as a Lead and no referral fee will
be paid. (This applies to the Lead and not just the property);
(n) Per the Brokerage’s Independent Contractor Agreement (ICA) with Agent, the Brokerage shall have
the sole and final authority to decide (1) whether or not to pursue the collection of a disputed
commission, (2) all questions regarding the entitlement to a commission between Agent and any other
Agent and (3) whether Agent initiated, consummated or was the procuring cause of any real estate
transaction. Suits and other actions for commissions (and/or expense and costs incurred by Agent in
connection with a real estate transaction) shall only be maintained in the name of the Brokerage, with
the Brokerage’s express approval;
(o) Agent acknowledgement and agreement to meditate and arbitration any and all disputes or claims
between other Brokerage Agents and/or the Brokerage as described in the Policies and Procedures
Manual;
(p) The Brokerage has the sole discretion to request KeyPleaz™ to remove an Agent from KeyPleaz™ at
any time.

7. Indemnification
 By utilizing KeyPleaz™ you agree to indemnify, release and to hold harmless KeyPleaz™, its parents,
subsidiaries, affiliates and agents, as well as the officers, directors, employees, shareholders and
representatives of any of the foregoing entities, from any and all liability, claims or actions of any kind
whatsoever, including but not limited to injuries, damages, or losses to persons and property which may be
sustained in connection with utilizing KeyPleaz™ Services and Platform, use or misuse of participating in
and/or travelling to or from any KeyPleaz™ related activity, as well as any claims based on publicity rights,
defamation, or invasion of privacy. KeyPleaz™ may, in its sole and absolute discretion, require the account
holder to execute a separate release of claims similar to the one listed above in this paragraph as a condition of
receiving any payment.

8. Payments
Payments will be made as soon as reasonably practicable following the conclusion of each event.

You acknowledge and agree that should we, in our sole and absolute discretion, determine that you did not
comply with and or adhere to the Terms, in any way, you agree to cooperate with our efforts to reverse
payments.

All monetary payments will be made directly into your Account. Any amounts that are mistakenly credited to
your Account remain our property and will automatically be transferred from your Account upon confirmation
of the error. Any payments mistakenly credited to your Account that have been withdrawn by you before
confirmation of the error will constitute a debt owed by you.

Facilitation of Charges. All Charges are facilitated through a third-party payment processor (e.g., First Data,
Stripe, Inc., or Braintree, a division of PayPal, Inc.). KeyPleaz™ may replace its third-party payment processor
without notice to you. Charges shall only be made through the KeyPleaz™ Platform. With the exception of tips,
cash payments are strictly prohibited. Your payment of Charges to KeyPleaz satisfies your payment obligation
for your use of the KeyPleaz™ Platform and Services. KeyPleaz™ may group multiple charges into a single
aggregate transaction on your payment method based on the date(s) they were incurred. If you don't
recognize a transaction, then check your payment history.

No Refunds. All Charges are non-refundable. This no-refund policy shall apply at all times regardless of your
decision to terminate usage of the KeyPleaz™ Platform, any disruption to the KeyPleaz™ Platform or Services,
or any other reason whatsoever.

 Credit Card Authorization. Upon addition of a new payment method or each Service request, KeyPleaz™
may seek authorization of your selected payment method to verify the payment method, ensure the Service
cost will be covered, and protect against unauthorized behavior. The authorization is not a charge, however, it
may reduce your available credit by the authorization amount until your bank’s next processing cycle. Should
the amount of our authorization exceed the total funds on deposit in your account, you may be subject to
overdraft of NSF charges by the bank issuing your debit or prepaid card. We cannot be held responsible for
these charges and are unable to assist you in recovering them from your issuing bank.

NO REFUND
All payments are final. No refunds will be issued. In the event of a dispute, KeyPleaz™ and the licensed managing
Broker will mutually determine resolution.

Disqualification and Cancellation by KeyPleaz™

Participation in KeyPleaz™ must be made only as specified in the Terms. Failure to comply with these Terms
will result in disqualification to participate.
KeyPleaz™, in its sole discretion, may disqualify you from utilizing KeyPleaz™ Service, refuse to award payment
and require the return of any payment, or suspend, limit, or terminate your account if you engage in conduct
KeyPleaz™ deems, in its sole discretion, to be improper, unfair, fraudulent or otherwise adverse to the
operation of the Service or in any way detrimental to other users. Improper conduct includes, but is not limited
to: falsifying personal information, including payment information, required to use the Service or make a
payment; violating eligible payment method terms, including the terms of any cash rewards payment card,
violating any of these rules, accumulating payments through unauthorized methods such as unauthorized
scripts or other automated means; tampering with the administration of the Service or trying to in any way
tamper with the computer programs associated with the Service; obtaining other participants’ information and
spamming other participants; and abusing the Service in any way; or otherwise violating these Terms. You
acknowledge that the forfeiture and/or return of any payment shall in no way prevent KeyPleaz™ from
informing the relevant authorities, and/or pursuing criminal or civil proceedings in connection with such
conduct.

We reserve the right, in our sole discretion, to cancel or suspend any Service (or any portion thereof) for any
reason whatsoever, including but not limited to, the safeguarding of the administration, security, fairness,
integrity or proper operation of the Service (or any portion thereof). This section specifically includes when a
Service has been tampered with. We may provide you with notification of such cancellations or suspensions,
but will not be obliged to do so. In the event that a Service is cancelled altogether, no participation fee for such
Service will be payable by you and any amounts that were to be used for the purpose of participating in such
Service will once again be made available to you via your account.

9. Deposits and Withdrawals.

Bonuses and Promotions
From time to time, KeyPleaz™ may provide you with promotional discounts or bonuses – for example, as an
incentive to use the Services, to establish a KeyPleaz™ account, or to refer others to sign up with KeyPleaz™.
Such promotional programs may be governed by their own terms and conditions which will be presented at
the time of such promotions. Unless otherwise provided, promotional discounts are non-transferrable.

Third-Party Payment Processor

KeyPleaz™ uses third-party electronic payment processors and financial institutions ("Payment Processors")
to process deposits and/or payments for services or products offered via the Services. The information that
we provide to and receive from these Payment Processors and the manner in which such information is used
and disclosed is described in further detail in the Privacy Policy. You irrevocably authorize us, as necessary, to
instruct such Payment Processors to handle payments and you irrevocably agree that KeyPleaz™ may give such
instructions on your behalf in accordance with your requests as submitted through the Services. You agree to
be bound by the terms and conditions of each applicable Payment Processor, and in the event of a conflict
between these Terms and the Payment Processors' terms and conditions, then these Terms shall prevail. You
further agree that KeyPleaz™ is not liable for any loss caused by any unauthorized use of your credit card or
other method of payment by a third party in connection with your use of the Services, except as a result of the
gross negligence of KeyPleaz™ or its employees.

10. Availability of the Services.

You acknowledge that there may be interruptions in service or events that are beyond our control. While we
use reasonable efforts to keep the Services accessible, the Services may be unavailable from time to time for
any reason including, without limitation, system down time for routine maintenance. You further understand
that there may be interruptions in service or events on third-party sites that may affect your use of the
Services and that are beyond our control to prevent or correct. Interruptions in the Services that are beyond
our control shall not serve as a basis to demand a full or partial refund of any prepaid fees.
KeyPleaz™ may limit access, via technological means, to Services in the Excluded Locations.

Account suspended or terminated. You hereby agree that we cannot be held liable if laws applicable to you
restrict or prohibit your participation. We make no representations or warranties, implicit or explicit, as to
your legal right to participate in any Service offered nor shall any person affiliated, or claiming affiliation, with
us have authority to make any such representations or warranties. We do not intend that the Site or App and
the Services offered thereon to be used by persons present in jurisdictions in which participation may be
prohibited or restricted.

11. Collection and Use of Your Information.

You acknowledge that when you download, install, or use the App, or access the Services through another
device, KeyPleaz™ may use automatic means (including, for example, cookies and web beacons) to collect
information about your devices and about your use of the Services. You also may be required to provide certain
information about yourself as a condition to downloading, installing, or using the Services. All information we
collect through or in connection with this Services is subject to the Privacy Policy. By downloading, installing,
using, and providing information to or through the Services, you consent to all actions taken by us with respect
to your information in compliance with the Privacy Policy.

12. Carrier Fees.

Use of the Services may involve transmission of data through your carrier or service provider's network. You
are responsible for all carrier, text/SMS, data, or other related fees or charges you incur from your carrier or
service provider in connection with or related to your use of the Services. KeyPleaz™ assumes no liability or
responsibility for the payment of any charges you may incur.

13. Updates for Mobile Device App.

KeyPleaz™ may from time to time in its sole discretion develop and provide App updates, which may include
upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related
documentation, “Updates ”). Updates may also modify or delete in their entirety certain features and
functionality. You agree that KeyPleaz™ has no obligation to provide any Updates or to continue to provide or
enable any particular features or functionality. Based on your Mobile Device settings, when your Mobile
Device is connected to the internet either:

(a) the App will automatically download and install all available Updates; or

(b) you may receive notice of or be prompted to download and install available Updates.

You shall promptly download and install all Updates and acknowledge and agree that the App or portions
thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed
part of the App and be subject to all terms and conditions of this Agreement.

15. Rules and Conduct.

As a condition of use, you promise not to use the Services for any purpose that is prohibited by the Terms or
law. The Services are provided only for your own personal use. You are responsible for all of your activity in
connection with the Services.

You understand and agree that you will not use the Services to engage in the prohibited conduct
below:

(q) copy the Services, except as expressly permitted by this license;

(r) sell or otherwise transfer your Account;
 (s) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not
patentable, of the Services;
(t) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the
source code of the Site or App or any part thereof;
(u) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other
intellectual property or proprietary rights notices from the Site or App, including any copy thereof;
(v) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the
Site or App, or any features or functionality of the Site or App, to any third party for any reason;
(w) remove, disable, circumvent, or otherwise create or implement any workaround to any copy
protection, rights management, or security features in or protecting the Site or App;
(x) use their account to impersonate any person, or misrepresent your identity or affiliation with any
person or organization;
(y) use the App in any way that violates any applicable federal, state, local, or international law or
regulation (including, without limitation, any laws regarding the export of data or software to and from
the US or other countries);
(z) engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Site or App, or
which, as determined by KeyPleaz™, may harm KeyPleaz™ or users of the Site or App or expose them
to liability;
(aa) use the Site or App in any manner that could disable, overburden, damage, or impair the Site or App,
or interfere with any other party’s use of the Site or App, including their ability to engage in real time
activities through the Site or App;
(bb) use any robot, spider, or other automatic device, process, or means to access the Site or App
for any purpose, including monitoring or copying any of the material on the Site or App;
(cc) introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or
technologically harmful;
(dd) attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Site
or App, the server on which any portion of the Site or App is stored, or any server, computer, or
database connected to the Site or App;
(ee) attack the Site or App via a denial-of- service attack or a distributed denial-of- service attack; or
(ff) otherwise attempt to interfere with the proper working of the Site or App.

If for any reason, KeyPleaz™ determines that you have failed to follow these rules, we reserve the right to
prohibit any and all current or future use of the Services (or any portion thereof) by you. If we have reason to
suspect, or learn that anyone is violating these Terms, we may investigate and/or take legal action as necessary
including bringing a lawsuit for damages caused by the violation. We reserve the right to investigate and take
appropriate legal action, including without limitation, cooperating with and assisting law enforcement or
government agencies in any resulting investigations of illegal conduct.

ANY ATTEMPT BY AN PARTICIPANT OR ANY OTHER INDIVIDUAL TO DELIBERATELY DAMAGE THE SITE OR
APP OR UNDERMINE THE LEGITIMATE OPERATION OF ANY SERVICE IS A VIOLATION OF CRIMINAL
AND/OR CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE, KeyPleaz™ RESERVES THE RIGHT TO SEEK
DAMAGES AND OTHER REMEDIES FROM ANY SUCH PERSON TO THE FULLEST EXTENT PERMITTED BY LAW.

16. Term and Termination.

The term of Agreement commences when you acknowledge your acceptance and will continue in effect until
terminated by you or KeyPleaz™ as set forth in this section (“Term”)

You may cancel your account at any time through your account settings or by sending us an email at the contact
information at the bottom of the page. Unless KeyPleaz™ is in breach of this Agreement and does not cure said
breach within thirty (30) days of receiving written notice from you of an actual breach, identifying specifically
the nature of the breach, you are not entitled to any refunds.

KeyPleaz™ may suspend or cancel your account without notice or refund to you if you violate this Agreement.
If your account is cancelled, KeyPleaz™ reserves the right to remove your account information along with any
account settings from our servers with No liability or notice to you. Once your account information and account
settings are removed, you will not be able to recover this data and you will lose access to all of your content
(except that content stored/published to third-party websites, that data will remain on said third-party
websites pursuant to those website’s terms and conditions).

KeyPleaz™ may terminate this Agreement at any time without notice if it ceases to support the Services, which
KeyPleaz™ may do in its sole discretion.

Termination will not limit any of KeyPleaz™ rights or remedies at law or in equity.

Following termination of your account, however, your license to use KeyPleaz™ Content automatically
terminates, and KeyPleaz™ has no obligation to provide you with use of the Services. All provisions of these
Terms that by their nature should survive termination shall survive termination, including, without limitation,
ownership provisions, warranty disclaimers, indemnity, and limitations of liability. You acknowledge and
understand that our rights regarding any content you submitted to the website before your account was
terminated shall survive termination.

17. Advertisements and Third-Party Sites.

The Services may contain third party advertisements and/or sponsorships. The advertisers and sponsors
that provide these advertisements or sponsorships are solely responsible for insuring that the materials
submitted for inclusion on the Services are accurate and that they comply with all applicable laws. We are not
responsible for the acts or omissions of any sponsor or advertiser.

Additionally, the Services may permit you to link to other websites or resources on the internet. Links on the
Services to third party websites, if any, are provided only as a convenience to you. If you use these links, you
will leave the Services. The inclusion or integration of third-party services or links does not imply control of,
endorsement by, or affiliation with KeyPleaz™. Your dealings with third parties are solely between you and
such third parties. You agree that KeyPleaz™ will not be responsible or liable for any content, goods or services
provided on or through these outside websites or for your use or inability to use such websites. You will use
these links at your own risk.

Without limiting the foregoing, your correspondence or business dealings with, participation in promotions of
or purchases from, third parties found on or through the use of the Services, including payment for and delivery
of related goods or services, and any other terms, conditions, warranties or representations associated with
such dealings, are solely between you and such third party. You agree that KeyPleaz™ shall not be responsible
or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the
presence of such advertisers on the Services.

18. KeyPleaz™ Intellectual Property and User Content.

Intellectual Property Ownership. KeyPleaz™ shall have the appropriate license to or shall own all right,
title, and interest, including all related intellectual property rights, in and to the KeyPleaz™ technology, the
Services.
You agree that KeyPleaz™ shall own all right, title, and interest to any suggestions, ideas, enhancement requests,
feedback, recommendations, or other information provided by you to KeyPleaz™ relating to the Services. This
Agreement is not a sale and does not convey to you any rights of ownership in or related to the Services, the
KeyPleaz™ technology, or the intellectual property rights owned by KeyPleaz™. The KeyPleaz™ name, the
 KeyPleaz™ logo, and the product names associated with the Services are trademarks of KeyPleaz™ or its
licensors, and no right or license is granted to use them.

User Content and Copyright Policy. The KeyPleaz™ Services contains areas in which you may post or upload
user-generated content, comments, video, photos, messages, other materials or items (collectively, “User
Content”). You are solely responsible for your use of any User Content you submit.

By submitting any User Content, you agree that you will not upload, post or otherwise transmit any User
Content that (a) violates or infringes in any way upon the rights of others, including any statements which may
defame, harass, stalk or threaten others; (b) you know to be false, misleading or inaccurate; (c) contains blatant
expressions of bigotry, racism, racially or ethnically offensive content, hate speech, abusiveness, vulgarity or
profanity; (d) contains or advocates pornography or sexually explicit content, pedophilia, incest, bestiality, or
that is otherwise obscene or lewd; (e) violates any law or advocates or provides instruction on dangerous,
illegal, or predatory acts, or discusses illegal activities with the intent to commit them; (f) advocates violent
behavior; (g) poses a reasonable threat to personal or public safety; (h) contains violent images of killing or
physical abuse that appear to have been captured solely, or principally, for exploitative, prurient, or gratuitous
purposes; (i) is protected by copyright, trademark, trade secret, right of publicity or other proprietary right
without the express permission of the owner of such copyright, trademark, trade secret, right of publicity or
other proprietary right; (j) contains any unsolicited or unauthorized advertising or promotional materials with
respect to products or services, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, or any other form of
solicitation; or (l) uses the name or likeness of an identifiable natural person without such person’s consent.

KeyPleaz™ RESERVES THE RIGHT TO REMOVE ANY USER CONTENT FOR ANY REASON AT ITS SOLE
DISCRETION.

Reporting Claims of Copyright Infringement. We take claims of copyright infringement seriously. We will
respond to notices of alleged copyright infringement that comply with applicable law. If you believe any
materials accessible on or from the Services infringe your copyright, you may request removal of those
materials (or access to them) from the Services by submitting written notification to our copyright agent
designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital
Millennium Copyright Act (17 U.S.C. § 512) ("DMCA "), the written notice (the "DMCA Notice") must include
substantially the following:

(1) Your physical or electronic signature.

(2) Identification of the copyrighted work you believe to have been infringed or, if the claim involves
multiple works on the Services, a representative list of such works.
(3) Adequate information by which we can contact you (including your name, postal address, telephone
number, and, if available, email address).
(4) Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to
locate that material.
(5) A statement that you have a good faith belief that use of the copyrighted material is not authorized by
the copyright owner, its agent, or the law.
(6) A statement that the information in the written notice is accurate.
(7) A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not
be effective. Please be aware that if you knowingly materially misrepresent that material or activity on the
Services is infringing your copyright, you may be held liable for damages (including costs and attorneys' fees)
under Section 512(f) of the DMCA.

Our designated copyright agent to receive DMCA Notices and Counter-Notices (as further defined below) may
be contacted at pam@keypleaz.com.
Counter-Notification Procedures. If you believe that material you posted on the Services was removed or access
to it was disabled by mistake or misidentification, you may file a counter-notification with us (a "Counter-
Notice") by submitting written notification to our copyright agent designated below. Pursuant to the DMCA,
the Counter-Notice must include substantially the following:

(1) Your physical or electronic signature.

(2) An identification of the material that has been removed or to which access has been disabled and the
location at which the material appeared before it was removed or access disabled.
(3) Adequate information by which we can contact you (including your name, postal address, telephone
number, and, if available, email address).
(4) A statement under penalty of perjury by you that you have a good faith belief that the material
identified above was removed or disabled as a result of a mistake or misidentification of the material
to be removed or disabled.
(5) A statement that you will consent to the jurisdiction of the Federal District Court for the judicial district
in which your address is located (or if you reside outside the United States for any judicial district in
which the Services may be found) and that you will accept service from the person (or an agent of that
person) who provided the Services with the complaint at issue.

The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not file a
court action against you within ten business days of receiving the copy of your Counter-Notice. Please be aware
that if you knowingly materially misrepresent that material or activity on the Services was removed or disabled
by mistake or misidentification, you may be held liable for damages (including costs and attorneys' fees) under
Section 512(f) of the DMCA.

It is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat
infringers.

19. Warranty Disclaimer.

KeyPleaz™ DOES NOT WARRANT THAT YOUR ACTIVITIES OR USE OF THE SITE OR APP IS LAWFUL IN ANY
PARTICULAR JURISDICTION AND, IN ANY EVENT, KeyPleaz™ SPECIFICALLY DISCLAIMS SUCH WARRANTIES.
YOU UNDERSTAND THAT BY USING ANY OF THE FEATURES OF THE SITE OR APP, YOU ACT AT YOUR OWN
RISK, AND YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION
WHERE YOU ACCESS OR USE THE SITE OR APP OR THE CONTENT. FURTHER, KeyPleaz™ AND ITS PARENTS,
SUBSIDIARIES AND AFFILIATES DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOUT
LIMITATION, NONINFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND
TITLE.

YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES AND THE MATERIALS CONTAINED
HEREIN ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. EXCEPT AS OTHERWISE EXPRESSLY
PROVIDED IN THESE TERMS, KeyPleaz™ AND ITS AFFILIATED COMPANIES AND THEIR RESPECTIVE
OFFICERS, DIRECTORS, EMPLOYEES AND OTHER REPRESENTATIVES (COLLECTIVELY, “KeyPleaz™")
EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND PERTAINING TO THE SERVICES AND THE
MATERIALS HEREIN, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED
WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY
QUALITY, SECURITY, ACCURACY, AVAILABLITY, USE REASONABLE CARE AND SKILL, AND
NON-INFRINGEMENT, AS WELL AS WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING, AND
COURSE OF PERFORMANCE. KeyPleaz™ MAKES NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR
REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OR
FREE OF VIRUSES OR BUGS, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES
WILL BE ACCURATE OR RELIABLE, AND (IV) ANY ERRORS IN OR ON THE SERVICES WILL BE CORRECTED.
ANY MATERIAL, CONTENT, OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED AND/OR USED
THROUGH THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY
RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM
THE DOWNLOAD OF ANY SUCH MATERIAL, CONTENT OR INFORMATION. NO ADVICE OR INFORMATION,
WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM KeyPleaz™ ON OR THROUGH THE SERVICES SHALL
CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS AND CONDITIONS.

20. Limitation of Liability.

Limitation of Liability
EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED, IN NO EVENT SHALL KeyPleaz™, NOR ITS DIRECTORS,
EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT,
TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO
THE SERVICE (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR
SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND
WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES,
TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT
DAMAGES IN EXCESS OF (IN THE AGGREGATE) FIVE THOUSAND U.S. DOLLARS ($5,000.00). SOME STATES OR
COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL
DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. IN THESE
JURISDICTIONS, KeyPleaz’s™ LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

21. Dispute Resolution, Arbitration, and Class Action Waiver.

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS,
INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT

Informal Resolution
It is KeyPleaz’s™ goal that the Services meet your expectations and live up to our promises to you.

However, there may be instances when you feel that KeyPleaz™ has not fulfilled its obligations or you may have
a different type of problem or dispute that needs special attention. In those instances, KeyPleaz™ is committed
to working with you to reach a reasonable resolution that satisfies you; however, we can only do this if we
know about and understand your issue. Therefore, for any problem or dispute that you may have with
KeyPleaz™, you acknowledge and agree that you will first give KeyPleaz™ an opportunity to resolve your
problem or dispute. In order to initiate this dispute resolution process, you must first send us a written
description of your problem or dispute within thirty (30) days of the Services being performed by sending an
email to pam@keypleaz.com.

You then agree to negotiate with KeyPleaz™ in good faith about your problem or dispute. This should lead to
resolution, but if for some reason your problem or dispute is not resolved satisfactorily within sixty (60) days
after KeyPleaz’s™ receipt of your written description of it, you agree to the further arbitration provisions below.

BINDING ARBITRATION
Arbitration Proceeding. Any dispute, claim or controversy arising out of or relating to this Agreement or the
breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope
or applicability of these Agreement to arbitrate, shall be determined by arbitration before three arbitrators.
The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and
Procedures and in accordance with the Expedited Procedures in those Rules. Judgment on the Award may be
entered in any court having jurisdiction. ANY ARBITRATION UNDER THESE TERMS SHALL TAKE PLACE ON
AN INDIVIDUAL BASIS. CLASS ACTION AND CLASS ARBITRATIONS ARE NOT PERMITTED. YOU
UNDERSTAND THAT BY AGREEING TO THESE TERMS, YOU WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS
ACTIONS. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a
court of appropriate jurisdiction.

Location. If you are a resident of the United States, arbitration will take place at any reasonable location within
the United States convenient for you.
Class Action Waiver. The parties further agree that any arbitration shall be conducted in their individual
capacities only and not as a class action or other representative action, and the parties expressly waive their
right to file a class action or seek relief on a class basis. YOU AND KeyPleaz™ AGREE THAT EACH MAY BRING
CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR
CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator
determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or
that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be
deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

Exceptions to Arbitration. You and KeyPleaz™ agree that the following claims are not subject to the above
provisions concerning negotiations and binding arbitration: (a) any claim seeking to enforce or protect, or
concerning the validity of, any of KeyPleaz’s™ intellectual property rights; (b) any claim related to, or arising
from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (c) any claim for equitable relief.
In addition to the foregoing, either party may assert an individual action in small claims court for claims that
are within the scope of such court’s jurisdiction in lieu of arbitration.

30-Day Right to Opt-Out. You have the right to opt-out and not be bound by the arbitration and class action
waiver provisions set forth above by sending written notice of your decision to opt-out to the address listed
below. The notice must be sent within 30 days of your first use of the Service, otherwise you shall be bound to
arbitrate disputes in accordance with the terms of those paragraphs. If you opt-out of these arbitration
provisions, KeyPleaz™ also will not be bound by them.

22. Assignment; Change in Control.

You may not assign this Agreement in whole or in part, for any reason. This Agreement will be binding upon
and will inure to the benefit of the parties and their heirs, executors, administrators, successors, and assigns.
KeyPleaz™ may assign this Agreement or delegate any of our rights or obligations hereunder, or any part
thereof, to any third party, including our successor in interest, without requiring your written consent.

23. Entire Agreement; Severability.

These Terms and other referenced material constitute the entire agreement between you and KeyPleaz™
with respect to the Services, and supersede all prior or contemporaneous agreements, representations,
warranties, and understandings (whether oral, written or electronic) between you and KeyPleaz™ with
respect to the Services and govern the future relationship. If a court in any final, unappealable proceeding
holds any provision of these Terms or its application to any person or circumstance invalid, illegal or
unenforceable, the remainder of these Terms, shall not be affected, and shall be valid, legal and enforceable to
the fullest extent permitted by law.

24. Geographic Limits of Service.

KeyPleaz™ make no representation that materials contained on the Services or products described or offered
are appropriate or available for use in jurisdictions outside the United States, or that these Terms comply
with the laws of any other country. If you access the Service from other locations, you do so at your own
initiative and are responsible for compliance with local laws. You agree that you, and not KeyPleaz™, are
responsible for compliance with applicable local laws.

KeyPleaz™ reserves the right, at any time in our sole discretion, to limit the availability and accessibility of the
Services to any person, geographic area, or jurisdiction we so desire.

25. Governing Law.

These Terms (and any further rules, policies, or guidelines incorporated by reference) shall be governed by
and construed in accordance with the laws of the State of Georgia and the United States, without giving effect
to any principles of conflicts of law, and without application of the Uniform Computer Information
Transaction Act or the United Nations Convention of Controls for International Sale of Goods.

You agree that KeyPleaz™ and its Services are deemed passive and that do not give rise to personal jurisdiction
over KeyPleaz™ or its parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers
or shareholders, either specific or general, in any jurisdiction other than the State of Georgia. You agree that
any action at law or in equity arising out of or relating to these Terms, or your use or non-use of the Services,
shall be filed only in the state or federal courts located in Fulton County in the State of Georgia and you hereby
consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.
You irrevocably waive any right you may have to trial by jury in any dispute, action, or proceeding.

26. Limitation of Time to File Claims.

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR
THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES
OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

27. No Third-Party Beneficiaries.

You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party
beneficiaries to the Terms.

28. No Waiver.
No failure to exercise, and no delay in exercising, on the part of either party, any right or any power
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power
hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between
this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.

29. Contact.
I HEREBY ACKNOWLEDGE THAT I HAVE READ AND UNDERSTAND THESE TERMS OF SERVICE AND
PRIVACY POLICY, AND AGREE THAT MY USE OF THE SERVICES IS AN ACKNOWLEDGMENT OF MY
AGREEMENT TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.
End.