ADVANTAGE INSPECTION FRANCHISING COMPANY, LLC

Terms of Use Agreement

IMPORTANT! READ THIS ENTIRE AGREEMENT CAREFULLY.

THESE ARE THE TERMS AND CONDITIONS GOVERNING YOUR USE OF THE

www.advantage-inspection.com WEBSITE(S) AND OUR SERVICES.

WELCOME to the Advantage Inspection Franchising Company, LLC. website(s) available at and under www.Advantage-Inspection.com and/or under other uniform resource locator(s) and the related or linked websites of our or our ADVANTAGE INSPECTION® Offices' ADVANTAGE INSPECTION® Businesses (collectively, the “ADVANTAGE INSPECTION®” Sites") – developed, hosted, maintained or operated by Advantage Inspection Franchising Company, LLC. ("we," "us," or "our") or our designees. This Terms of Service Agreement (this "Agreement") sets forth the terms and conditions governing your use of the ADVANTAGE INSPECTION® Sites and your access to and use of the webpage, sub-pages, URLs, links, trademarks, tradenames, trade dress, slogans, logos, copyrights, information, other content and services offered on or through the ADVANTAGE INSPECTION® Sites (which, collectively with the ADVANTAGE INSPECTION® Sites, constitute the "Services")." By accessing or using the ADVANTAGE INSPECTION® Sites or any of the Services, you accept and agree to be legally bound by this Agreement, as it may be amended or supplemented from time to time by us (as further described below), and agree to all of our operating rules and/or policies and the Services that may be approved by us and published by us on the ADVANTAGE INSPECTION® Sites. All these rules and policies are incorporated into this Agreement by this reference. We have, and may impose other operating rules and policies relating to the ADVANTAGE INSPECTION® Sites and the Services generally. You agree to be bound by those as well. Further, certain areas of the ADVANTAGE INSPECTION® Sites, including, without limitation, access to franchisee only areas, or product or service ordering services may require registration and/or be subject to additional terms and conditions of use; and we will provide you with notice of such additional terms and conditions on registration.

IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO ACCESS THE ADVANTAGE INSPECTION® SITES OR USE THE SERVICES.

1. We Reserve the Right to Revise this Agreement. We reserve the right, at any time and from time to time, to update, revise, supplement and to otherwise modify this Agreement, and to impose new or additional rules, policies, terms or conditions on your use of the Services. Such updates, revisions, supplements, modifications and additional rules, polices, terms and conditions (collectively referred to in this Agreement as "Additional Terms") will be effective immediately and incorporated into this Agreement upon our publishing them on the ADVANTAGE INSPECTION® Sites, which may be given by any means we designate, including by our posting to the ADVANTAGE INSPECTION® Sites. Your continued use of any of the ADVANTAGE INSPECTION® Sites following such notice will be deemed to conclusively indicate your acceptance of any and all such Additional Terms. All Additional Terms are incorporated into this Agreement by this reference.

2. We May Revise or Terminate Any Part of the Services at Any Time. We reserve the right, at any time and from time to time, to modify or discontinue, temporarily or permanently, the ADVANTAGE INSPECTION® Sites or the Services, with or without notice to you. This includes the right to modify, discontinue or remove any content, postings, links, pages, services, or other materials at any time and for any reason. You agree that we will not be liable to you for any modification, general suspension or discontinuance of any ADVANTAGE INSPECTION® Sites or the Services. We may refuse or restrict anyone from access to any or all of the ADVANTAGE INSPECTION® Sites or the Services at any time.

3. ADVANTAGE INSPECTION® Offices are Independent Contractors. If you are accessing any of the ADVANTAGE INSPECTION® Sites that are particular to the independently owned and operated franchised ADVANTAGE INSPECTION® businesses (which engage in the business of providing home warranties, or home or building inspection services using our proprietary System and Marks ("ADVANTAGE INSPECTION® Offices")), you understand and agree that: although we may host, develop, maintain or operate the ADVANTAGE INSPECTION® Sites on behalf of the ADVANTAGE INSPECTION® Offices, the ADVANTAGE INSPECTION® Offices are independent contractors operating under franchise agreements. If you are accessing this Terms of Use Agreement from one of these ADVANTAGE INSPECTION® Offices' websites, you recognize that we are merely operating as a third party service provider providing advertising services to the Franchisee and are not, by operation, hosing, maintenance or development of the ADVANTAGE INSPECTION® Sites the ADVANTAGE INSPECTION® Offices' partners, joint venturors, principal, employer, employee or agent. ADVANTAGE INSPECTION® Offices operate as separate legal entities and under franchise or fractional franchise agreements between them and us. They are not our agents or employees. They do not have any right to speak for us or on our behalf, or bind us to any contracts or obligations. We are not responsible for any of the acts or omissions of ADVANTAGE INSPECTION® Offices.

4. Acceptable Use of the Services. In order to use the ADVANTAGE INSPECTION® Sites or the Services, you must obtain access to the World Wide Web directly or through devices that access web-based content and pay any and all service fees, if any, associated with such access.

(a) Individual Use. Except as provided in (b) below, you agree that you are only authorized to visit, view and to retain a single copy of pages of this ADVANTAGE INSPECTION® Site solely for your own individual, non-commercial use, and that you shall not duplicate, download, publish, modify or otherwise distribute any material on this ADVANTAGE INSPECTION® Site for any purpose other than for your own individual use unless otherwise specifically authorized by us. We post "Legal Notices" and various credits on pages of the ADVANTAGE INSPECTION® Sites, which may not be removed even in your permitted copy. Your use of the ADVANTAGE INSPECTION® Sites is subject to our Legal Notices and you must not remove these Legal Notices or credits, or any additional information contained along with the Legal Notices and credits.

(b) Commercial Use. If you wish to link, publish, frame, refer to or provide information about the ADVANTAGE INSPECTION® Sites, our Marks (defined below), copyrighted materials or any Services on any website, web page, e-mail address or the like operated by you or your affiliates, or any companies, partnerships, limited liability partnerships or any other legal entity which you have an ownership or investment interest in (also collectively referred to as "you"), you must first obtain our prior written permission to do so and enter into an agreement with us on terms designated by us. Contact webmaster@Advantage-Inspection.com if you seek to obtain our permission to access this ADVANTAGE INSPECTION® Site for commercial purposes. By "commercial purposes," we mean your engaging in home warranty sales or service, building inspection services or similar services. If you wish to use the ADVANTAGE INSPECTION® Sites for any commercial purpose, you must contact us at webmaster@Advantage-Inspection.comand obtain our prior written permission to do so. If you are an ADVANTAGE INSPECTION® Office, any use of the ADVANTAGE INSPECTION® Sites by you constitutes a commercial purpose and your use off them are governed by you Franchise Agreement with us and this Agreement. If you are an ADVANTAGE INSPECTION® Office Franchisee or one of its Inspectors, we will grant such permission to you subject to such ADVANTAGE INSPECTION® Office's Franchise Agreement with us.

(c) Deep Links. You shall not "deep-link" to this ADVANTAGE INSPECTION® Site, meaning that you will not create, post, display, publish or distribute any link to any page other than the front (home) page of the ADVANTAGE INSPECTION® Sites for any purpose, unless specifically authorized in writing by us to do so. You must not create any links from your website to any website which bears the Marks or our copyrighted materials or which offers home warranty sales or services, home or building inspection services, or offers any other of the Services or similar services without our express written consent. If you wish to deep link or any link to the ADVANTAGE INSPECTION® Sites for any reason, you must contact us webmaster@Advantage-Inspection.com and obtain our prior written approval for such deep links or other links.

(d) Security, Cracking and Hacking. You shall not violate or attempt to violate the security of the Services. Accordingly, you shall not: (i) access data or materials not intended for you; (ii) log into a server or account which you are not authorized to access; (iii) attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; or (iv) attempt to interfere with service to any user, host or network, including without limitation, via means of submitting a virus to the Services, overloading, "flooding," "mailbombing" or "crashing" the Services. Violations of system or network security may result in civil or criminal liability. We reserve the right to investigate occurrences which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who have participated in such violations. You understand that data and communications, including e-mail and other electronic communications, may be accessed by unauthorized third parties when communicated over the Internet. You agree that it is your responsibility, and not ours, to obtain and use third party software products that support encryption and other security protocols compatible with such protocols (if any) that may be used by us from time to time in connection with the Services.

(e) Spidering. THE USE OF ANY TOOLS, PROGRAMS, ROBOTIC ALGORITHMS OR PRODUCTS TO AUTOMATICALLY DOWNLOAD OR "SPIDER" THE ADVANTAGE INSPECTION® SITES OR ANY OF THE PAGES OF THE ADVANTAGE INSPECTION® SITES INFRINGES ON OUR COPYRIGHTS. DO NOT USE ANY SUCH TOOLS OR PRODUCTS ON OR IN CONNECTION WITH THE SERVICES!

(f) Termination. We may and will terminate your service immediately, if we believe that your conduct fails to conform with this Agreement. Without limiting our rights and your limitations under this Agreement, if you use, or attempt to use the Services or Marks or our copyrighted materials for any purposes other than its intended purposes (including without limitation by tampering, hacking, modifying or otherwise corrupting the security or functionality of the Services), you may also be subject to civil and criminal liability.

(g) You Are Responsible For All of Your Activities and All of The Content You Post. You represent and warrant that any information you post or provide to us by means of the ADVANTAGE INSPECTION® Sites, including, without limitation, as part of any registration or application or to gain access to any Services, is truthful, accurate, not misleading and offered in good faith. Any information disclosed to you via the Services including, without limitation, any content in the personalized areas of the ADVANTAGE INSPECTION® Sites, may be used only for its intended purpose. We expect that you will exercise caution, good sense and proper judgement in using the Services. You agree NOT to use the Services for or in connection with any of the following activities:

(i) Spoofing or otherwise impersonating any person or entity, including, without limitation, any other users or any of our personnel, or falsely stating or otherwise misrepresenting your identity or affiliation in any way, or forging any TCP/IP packet header or any part of the header information in any e-mail or other posting;

(ii) Any fraudulent or illegal purpose;

(iii) E-mailing, uploading, or otherwise transmitting or using the Services in furtherance of the use or distribution of any unlawful, harmful, harassing, defamatory, tortious, libelous, abusive, threatening, vulgar, sexually explicit, obscene, hateful, racially, ethnically or otherwise objectionable material of any kind, or any material that is invasive of another's privacy or exploits children, or transmitting any sexually explicit materials, including images and other content; and

(iv) Transmitting material that contains viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines or engines that are intended to damage, destroy, disrupt or otherwise impair a computer's functionality or the operation of our (or anyone else's) Services, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information, or transmit any materials that otherwise violate our rules or policies

(h) Account Password and User ID. If the Services require that you become a registered user of the Services or to access any ADVANTAGE INSPECTION® Site, you must receive or establish one or more passwords and accounts in the manner we designate. Maintaining the confidentiality and security of your passwords and accounts is solely your responsibility. Accordingly, you must maintain the security and confidentiality of your accounts. Do not divulge your password or account information to any third party. You are entirely responsible for all activities that occur on or through your account(s), and you agree to notify us immediately about any unauthorized use of accounts or any breach of security. You agree that we and our affiliates are not and will not be responsible for any losses incurred in connection with any misuse of or failure to secure passwords, nor do or will they have any responsibility whatsoever for your failure to comply with this Section.

(i) Do Not Violate Third Party Intellectual Property Rights. Without any of our rights or your obligations under this Agreement, you may not, and by using the Services or an ADVANTAGE INSPECTION® Site you agree not to, use the Services or an ADVANTAGE INSPECTION® Site to: (i) transmit material that is copyrighted, unless you are the copyright owner or have obtained the permission of the copyright owner to transmit it; (ii) transmit material that reveals trade secrets, unless you own them or have the permission of the owner to so transmit them; or (iii) transmit material that infringes on any Intellectual Property Rights (as defined below) of others or violates the privacy or rights of publicity of others. For purposes of this Agreement, the term "Intellectual Property Rights" means collectively, rights under patent, trademark, copyright and trade secret laws, and any other intellectual property or proprietary rights recognized in any country or jurisdiction worldwide, including, without limitation, moral rights and similar rights.

(j) Ownership. The trademarks, trade names, logos, color schemes, service marks, slogans, and similar means if identifying products or services displayed on any of the ADVANTAGE INSPECTION® Sites, including without limitation, any variation of the terms or phrases "ADVANTAGE INSPECTION®" and "ADVANTAGE HOME WARRANTY®" (collectively, the "Marks") and other Intellectual Property Rights are our or our licensors registered and/or common law Marks or other Intellectual Property Rights. All content and materials on the ADVANTAGE INSPECTION® Sites including, without limitation, the Marks, button icons, images, audio clips, and software, copyrights, patents and other Intellectual Property Rights included in the Services or an ADVANTAGE INSPECTION® Site, are our property or our licensors' and are protected by U.S. and international copyright, patent, trademarks, and other proprietary rights and Intellectual Property Rights laws. The compilation of all content on the ADVANTAGE INSPECTION® Sites is our exclusive property and is protected by U.S. and international copyright laws. All software used on the ADVANTAGE INSPECTION® Sites are our property or our licensors and protected by U.S. and international copyright laws. Except to the minimum extent otherwise expressly permitted under copyright law, no copying or exploitation of material from the Services is permitted without the express written permission of us and any other applicable copyright owner. You may not copy, reproduce, republish, upload, post, transmit, sell, distribute, transfer or modify any of the content, data, information or materials found on the ADVANTAGE INSPECTION® Sites, but you may download, display and print one (1) copy of the content displayed on our site on a single computer for your personal-non-commercial use. You will not use the Marks or other content on any site, website, web page, portal, or any form of advertisement which you operate, authorize or control without our express written permission. You may not use our Marks or copyrighted materials in any search engine descriptions, content (meta-tags, "white lettering", key words, or other means of directing or influencing web traffic to any website, web page, portal or e-mail operated, controlled or authorized by you without our express written permission and your doing so constitutes a violation of our rights under U.S. Federal law, U.S. States' laws, and other international laws and a breach of this Agreement. You will not adopt or use any names, trademarks, slogans, trade names, trademarks, service marks, e-mail addresses, URLs, meta-tags, key words, search descriptions or the like that are the same or are confusingly similar to the Marks. Without our prior written consent, you will not submit or maintain any information submitted to search engines which incorporates any content from the ADVANTAGE INSPECTION® Sites, the Marks, our copyrighted materials or any marks that are confusingly similar to the Marks. Unless you are an ADVANTAGE INSPECTION® Office franchisee in full compliance with your agreements with us, you also may not resell the Services (or any part thereof) without our prior written consent. If you wish to do so, contact us at webmaster@Advantage-Inspection.com to determine if we will grant you permission to resell the Services or use the Marks in such manner. If you wish to access ADVANTAGE INSPECTION® Site or use any of the Services, copyrighted materials or the Marks for commercial purposes or which affiliate with our Marks in any way, contact webmaster@Advantage-Inspection.com to discuss establishing a commercial relationship with us and find out if we will grant you written permission to do so. You acknowledge that you do not acquire any ownership or license rights by virtue of downloading the Marks, copyrighted material from the Services. All rights not expressly granted under this Agreement are expressly reserved to us. If you believe your rights under applicable copyright laws are being infringed, you may notify our designated agent by clicking (here) and following the posted instructions.

5. Compliance with Laws. You may use the Services and the ADVANTAGE INSPECTION® Sites only for lawful purposes. The Services and use of the ADVANTAGE INSPECTION® Sites are subject to, and you agree that you will at all times comply with, all applicable local, state, national, and international laws, statutes, rules, regulations, ordinances and the like applicable to the use of the Services. This obligation includes your agreement to comply with all applicable laws, automobile, sales, rental, or leasing industry-specific regulations, and rules relating to the export of technical and other data from the United States (and from your country if you are not located in the United States) and your agreement not to export or re-export any such data or any other content or materials in violation of such laws, rules or regulations without first obtaining all necessary licenses, consents and approvals therefor, as well as authorization from us.

6. Your Access to Certain Services. As a convenience and courtesy to you, in addition to the Services offered to the general user of the ADVANTAGE INSPECTION® Sites, we may provide you access certain ADVANTAGE INSPECTION® Sites for purpose of contracting with us or ADVANTAGE INSPECTION® Offices to sell products or services to you. If we do so, any offers or sales made in connection with the use of such ADVANTAGE INSPECTION® Sites will be subject to our Purchase Policies and this Agreement. See our Purchase Policies at ____________________________. You acknowledge that your electronic submissions constitute your agreement and intent to be bound by the agreements into which you thereby enter. Pursuant to any applicable statutes, regulations, rules, ordinances or other laws, including without limitation the Electronic Signatures in Global and National Commerce Act, P.L. 106-229 (the "E-Sign Act") or other similar statutes, YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, APPLICATIONS AND OTHER RECORDS AND ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THIS ADVANTAGE INSPECTION® SITE. Further, you hereby waive any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of nonelectronic records, or to payments or the granting of credits by other than electronic means. You may obtain a copy of this Agreement by printing it now at no additional cost to you or by contacting us later at webmaster@Advantage-Inspection.com. We may charge you up to $5 per copy of this Agreement if we send a copy to you at a later date. In addition, you understand that certain Services on the ADVANTAGE INSPECTION® Sites such as a general contents page and a current information page (which provides information that may include, without limitation, news of interest to users of the ADVANTAGE INSPECTION® Sites, shipper information and other Services) may include materials and information from third parties, and you acknowledge and agree that we have minimal control over such information. Accordingly, we cannot guarantee, represent or warrant that the content contained in the ADVANTAGE INSPECTION® Sites is accurate, appropriate to you, and/or inoffensive.

7. We Make No Warranties. YOU USE THE SERVICES AND THE ADVANTAGE INSPECTION® SITES IS AT YOUR SOLE RISK. THE SERVICES AND THE ADVANTAGE INSPECTION® SITES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OF TITLE OR NONINFRINGEMENT. WE DO NOT WARRANT THAT THE ADVANTAGE INSPECTION® SITES WILL BE AVAILABLE OR OPERATE IN AN UNINTERRUPTED OR ERROR-FREE MANNER OR THAT ERRORS OR DEFECTS WILL BE CORRECTED. IN ADDITION, WE DO NOT WARRANT THAT INFORMATION AVAILABLE ON OR THROUGH THE ADVANTAGE INSPECTION® SITES INCLUDING, WITHOUT LIMITATION, ESTIMATED FEES BASED ON USER-PROVIDED INPUT ANY SALES TRANSACTIONS PAGE OR SIMILAR SOFTWARE FUNCTION, ARE APPROPRIATE, ACCURATE OR AVAILABLE FOR USE IN ANY PARTICULAR JURISDICTION, AND ACCESSING THEM FROM JURISDICTIONS WHERE THEIR CONTENTS ARE ILLEGAL IS EXPRESSLY PROHIBITED. FURTHER, WE DO NOT WARRANT THAT PUBLISHED FEES BASED ON USER-PROVIDED INPUT IS AN ACCURATE OR TRUE REFLECTION OF THE FEES, TERMS AND CONDITIONS THAT WILL BE BINDING BETWEEN THE CONTRACTING PARTIES ONCE THE AUTOMOBILE OR TRUCK LEASED, RENTED OR PURCHASED IS ACTUALLY LEASED, RENTED OR PURCHASED.

8. Limitation of Liability. YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE USE OF THE SERVICES OR ANY ASPECT OF THE SANIGALZE® SITES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). TO THE EXTENT THE FOREGOING LIMITATION OF LIABILITY IS, IN WHOLE OR IN PART, HELD TO BE INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF US FOR ANY REASON AND UPON ANY CAUSE OF ACTION (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, STRICT LIABILITY AND OTHER ACTIONS IN CONTRACT OR TORT) ARISING OUT OF OR IN ANY WAY RELATED TO THE ADVANTAGE INSPECTION® SITES OR THIS AGREEMENT SHALL BE LIMITED TO DIRECT DAMAGES ACTUALLY INCURRED UP TO TWO HUNDRED FIFTY DOLLARS ($250).

THE LIMITATION OF LIABILITY HEREIN APPLIES TO ALL LIABILITIES IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM YOUR USE OR YOUR INABILITY TO USE THE ADVANTAGE INSPECTION® SITES OR SERVICES, OR ANY OTHER MATTER ARISING FROM OR RELATING TO THE ADVANTAGE INSPECTION® SITES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

9. Indemnity of Us. You agree to indemnify and hold us harmless, and, at our request, to defend us from and against any claim, demand, cause of action, debt, loss or liability, including reasonable attorneys' fees, to the extent that such action is based upon, arises out of, or relates to your use (or inability to use) the Services, any aspect of the ADVANTAGE INSPECTION® Sites, or any other activities of yours accomplished using the Services or the ADVANTAGE INSPECTION® Sites.

10. Order of Precedence. This Agreement governs your use of the ADVANTAGE INSPECTION® Sites and access to the Services. This Agreement does not modify, alter or amend any other agreement you have entered or will enter into with us or any of our related or affiliated entities. To the extent that any provision of this Agreement, or any supplemental agreement offered as any part of any registration for additional Services on the ADVANTAGE INSPECTION® Site, conflicts with any provision of your other agreements with us or any of our related or affiliated entities, the terms of such other conflicting term(s) of this Agreement.

11. Dispute Resolution. If a dispute arises out of or relates to this Agreement or its breach (with the exception of rights to injunctive relief with respect to Intellectual Property Rights and obligations with respect to confidentiality), and the parties have not been successful in resolving the dispute through direct negotiation, then the dispute shall be resolved in binding arbitration in accordance with the following procedures: (a) If you are domiciled in the United States, then (i) the dispute must be resolved by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, (ii) any judgment on the award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction, (iii) the location of the arbitration shall be in Greenville, South Carolina, USA, and (iv) the parties shall have the right to take discovery of the other party by any method allowed by the Federal Rules of Civil Procedure; and (b) If you are domiciled outside the United States, then (i) the dispute shall be resolved by arbitration under the rules of the London Court of International Arbitration, and (ii) the location of the arbitration shall be London, England, UK. Whether pursuant to Section 11(a) or 11(b) above, all of the following conditions shall apply: The arbitrator(s) shall each be a natural person who has never been employed (either as an employee or as an independent consultant) by either of the parties, or any parent, subsidiary or affiliate thereof. The arbitrator(s) may upon request exclude from use in the arbitration proceeding any evidence not made available to the other party pursuant to a proper discovery request. The arbitrator(s) shall issue a reasoned award. The cost of the arbitration shall be borne equally by the parties pending the award. Upon the decision of the arbitrator(s), the prevailing party shall be entitled to receive from the other party its reasonable attorneys' fees and costs. The parties, their representatives, other participants, the arbitrator(s) and the administrator(s) of the arbitration shall hold in confidence the existence, content and outcome of the arbitration.

12. Choice of Law and Forum. The Services are controlled by us from within the State of South Carolina, USA, although it may be accessed and used throughout the world. Subject to Section 11 by submitting a registration or by accessing or using the Services, you and we each agree that the substantive laws of the State of South Carolina, USA will govern with respect to all matters relating to or arising from this Agreement, or the use (or inability to use) the Services, and that such laws will apply without regard to principles of conflict of laws. Subject to the dispute resolution procedures set forth above, you and we agree and hereby submit to the exclusive jurisdiction and venue of the appropriate State and Federal courts located in _____________, South Carolina, USA with respect to such matters. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the Services must be filed or otherwise commenced within one (1) year after such claim or cause of action arose or be forever barred.

13. Miscellaneous Terms. Subject to the terms of this Agreement and our other operating rules and policies for the ADVANTAGE INSPECTION® Sites, this Agreement constitutes the entire agreement between you and us with respect to the subject matter addressed herein, and governs your use of the Services, superseding any prior agreements between you and us relating to such subject matter, but this Agreement may be supplemented by any other agreement you enter into with us pursuant to a registration to access certain features of the ADVANTAGE INSPECTION® Sites. The failure of us to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and that the other provisions of this Agreement remain in full force and effect. The section headings used in this Agreement are for convenience only and have no legal or contractual effect.

Without limiting the foregoing, our Services at the ADVANTAGE INSPECTION® Sites are not intended for use by or availability to minors. IF YOU ARE NOT LEGALLY AN ADULT UNDER THE LAW WHERE YOU LIVE OR IF YOU ARE UNDER 18 YEARS OF AGE, YOU MAY NOT ACCESS THE ADVANTAGE INSPECTION® SITES OR USE THE SERVICES. IF SO, PLEASE IMMEDIATELY DISCONTINUE USE OF THE SERVICES AND DO NOT ACCESS THE ADVANTAGE INSPECTION® SITES.

BY CLICKING THE BUTTON MARKED [I ACCEPT] OR BY ANY OTHER ACT ON YOUR PART TO USE THE ADVANTAGE INSPECTION® SITE OR THE SERVICES IN ANY WAY , YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND AND AGREE TO BE LEGALLY BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AND ALL OF THE TERMS AND CONDITIONS, POLICIES AND PROCEDURES INCORPORATD INTO IT.

IF YOU DO NOT UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT OR DO NOT AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AND ALL OF THE AGREEMENTS POLICIES AND PROCEDURES THAT ARE INCORPORATED INTO IT, CLICK ON THE BUTTON MARKED [I DO NOT ACCEPT].

[I DO NOT ACCEPT THIS AGREEMENT] [I ACCEPT THIS AGREEMENT]

[Brent: The site should be set up so that if the user clicks on "I Do Not Accept" its use of the ADVANTAGE INSPECTION® Sites is terminated. The user should not be permitted to use the "back" button to go back to the rest of the site if it clicks "I DO NOT ACCEPT." Each of the "home" pages of the ADVANTAGE INSPECTION® Sites should have a statement near the middle or top of the page (so that the user need not scroll the mouse to see it) and before the disclaimer that should state "I agree to, and my use of any aspect of this ADVANTAGE INSPECTION® Site indicates my acceptance of all the terms and conditions of the Terms of Use Agreement." [Followed by a hyperlink to the Terms of Use Agreement.]