1.Acceptance of Terms

The following agreement outlinesyour obligations when using the Tailored Response Group website available athttps://www.trgsec.com/ or any other websites of Tailored Response GroupTechnologies Inc. or its subsidiaries (collectively, “Tailored Response Group”),(each a “Site”). The Site is owned and operated by Tailored Response Group, andis accessed by you under the terms of use described below (“Terms of Use”).PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE ACCESSING OR USING THE SITE ORANY CONTENT ON THE SITE. BY ACCESSING THE SITE OR ANY CONTENT ON THE SITE, YOUAGREE TO BECOME BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO ALLTHE TERMS AND CONDITIONS, THEN YOU MAY NOT ACCESS THE SITE OR USE THE CONTENTOR ANY SERVICES IN THE SITE. TAILORED RESPONSE GROUP’S ACCEPTANCE IS EXPRESSLYCONDITIONED UPON YOUR ASSENT TO ALL OF THESE TERMS AND CONDITIONS, TO THEEXCLUSION OF ALL OTHER TERMS; IF THESE TERMS AND CONDITIONS ARE CONSIDERED ANOFFER BY TAILORED RESPONSE GROUP, ACCEPTANCE IS EXPRESSLY LIMITED TO THESETERMS.

2.Modifications of Terms of Use

Tailored Response Group reserves theright, at its sole discretion, to modify or replace the Terms of Use at anytime. If the alterations constitute a material change to the Terms of Use, TailoredResponse Group will notify you by posting an announcement on the Site. Whatconstitutes a “material change” will be determined at Tailored Response Group’ssole discretion, in good faith and using common sense and reasonable judgment.You are responsible for reviewing and becoming familiar with any suchmodifications. Use of the Site by you following such notification constitutesyour acceptance of the terms and conditions of the Terms of Use as modified.

3.Content Ownership and Usage Rights

Tailored Response Group shall retainall worldwide rights in the intellectual property of the Site and any contenton the Site, including, but not limited to, trademarks, the “look and feel” ofthe Site, its color combinations, layout, and all other graphical elements, andthe copyright in and to its original content. You should assume that everythingyou read or see on the Site is copyrighted or otherwise protected and owned by TailoredResponse Group, or a third party who licensed the right to use such content to TailoredResponse Group. Unless otherwise expressly noted, nothing that you read or seeon the Site or other site content, or any of the source code or HTML code that TailoredResponse Group uses to generate the Site may be copied, reproduced, modified,distributed, transmitted, republished, displayed, or performed for commercialuse without the prior written consent of Tailored Response Group, except asprovided in the Terms of Use, without prior written consent or otherwisepermitted by relevant law.

4.Use of Software

To the extent that Tailored ResponseGroup provides for the download of Tailored Response Group software from theSite and any information or documentation related thereto (collectively“Software”), such Software is protected by the applicable copyright, patent orother intellectual property rights of either Tailored Response Group or thethird-party licensor. Any use of the Software is subject to the terms of theapplicable end-user or other license terms contained in the files for suchSoftware. You are permitted to use the Software for your personal,non-commercial use or legitimate internal business purposes related to yourrole as a contractor of Tailored Response Group, partner of Tailored ResponseGroup, or current or prospective customer of Tailored Response Group. Asbetween the parties, Tailored Response Group solely shall own and herebyretains all rights, title and interest in and to the Software (including,without limitation, all patent, copyright, trademark, trade secret and otherintellectual or industrial property rights embodied in the Software). You shallnot reverse engineer or attempt to discover any source code or underlying ideasor algorithms of any Software (except to the extent that applicable lawexpressly prohibits such a reverse engineering restriction or to the extent thespecific Software was provided in source code form by Tailored Response Group).

5.Indemnity

You will indemnify and hold harmlessTailored Response Group, its parents, subsidiaries, affiliates, customers,vendors, officers and employees from any liability, damage or cost (includingreasonable attorneys. fees and cost) from any claim or demand made by any thirdparty due to or arising out of your access to or use of the Site or any contenton the Site, violation of the Terms of Use by you, or the infringement by youof any intellectual property or other right of any person or entity.

6.Warranty Disclaimers

Diligent care has been taken inacquiring and providing the information included and posted on the Site.Nonetheless, Tailored Response Group makes no guarantee or warranty, express orimplied, as to the reliability, accuracy, timeliness or completeness of thatinformation and assumes no responsibility for any errors or omissions therein.USER ACCESSES THIS SITE AT HIS OR HER OWN RISK. THE SITE AND ALL CONTENT ON THESITE IS PROVIDED ON AN “AS IS, AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KINDAND ANY AND ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULARPURPOSEOR NON-INFRINGEMENT ARE SPECIFICALLY DISCLAIMED. NEITHER TAILOREDRESPONSE GROUP NOR ITS AFFILIATES, EMPLOYEES, AGENTS OR THIRD PARTY CONTENTPROVIDERS SHALL BE LIABLE FOR ANY LOSS RESULTING FROM USE OR UNAVAILABILITY OFINFORMATION OR CONTENT ON THIS SITE, INCLUDING BUT NOT LIMITED TO ANY LOSTPROFITS, LOSS OR DAMAGE TO DATA, OR ANY DIRECT, INDIRECT, SPECIAL,CONSEQUENTIAL, COMPENSATORY OR INCIDENTAL DAMAGES, EVEN IF THEY HAVE BEENADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS DISCLAIMER IS APPLICABLE TOANY DAMAGE OR INJURY RESULTING FROM NEGLIGENCE OR OMISSION OF TAILORED RESPONSEGROUP, COMPUTER VIRUS OR OTHER SIMILAR ITEM, TELECOMMUNICATIONS ERRORS, ORUNAUTHORIZED ACCESS TO OR USE OF USER INFORMATION THROUGH THEFT OR ANY OTHERMEANS. TAILORED RESPONSE GROUP IS NOT LIABLE FOR CRIMINAL, TORTIOUS, ORNEGLIGENT ACTIONS OR OMISSIONS OF THIRD PARTIES THAT AFFECT THIS SITE. IN NOEVENT WILL TAILORED RESPONSE GROUP OR ANY OF ITS AFFILIATES, AGENTS, EMPLOYEES,ASSIGNS OR THIRD PARTY CONTENT PROVIDERS BE HELD LIABLE FOR ANY TORTIOUS ORILLEGAL CONDUCT OF OTHER USERS. IN NO EVENT WILL TAILORED RESPONSE GROUP OR ANYOF ITS AFFILIATES, AGENTS, EMPLOYEES OR ASSIGNS BE HELD LIABLE FOR ANY DAMAGETO EQUIPMENT, HARDWARE OR OTHER PROPERTY OF USER OR PERSONAL INJURY THAT ARISESIN CONNECTION WITH USE OF THE SITE.

7.Linking and Framing

Tailored Response Group does notobject to links on third-party sites to the homepage of the Site in anappropriate context. However, “framing” or “mirroring” the Site or any of itscontent is prohibited without the prior written consent of Tailored ResponseGroup. The Site may provide links to other sites or resources available on theInternet. Links or other resources that may be accessed via this Site and anyother third-party content are being provided as a convenience and forinformational purposes only unless otherwise expressly noted. Because TailoredResponse Group has no control over such sites and resources, you acknowledgeand agree that Tailored Response Group is not responsible for the availabilityof such external sites or resources, and does not endorse and is notresponsible or liable for any content, advertising, products, services or othermaterials on or available from such sites or resources, or of the organizationspublishing such websites. You also acknowledge and agree that Tailored ResponseGroup is not responsible for the accuracy or legality of any such third-partysites or resources or the content that may be accessed via this website. Youfurther acknowledge and agree that Tailored Response Group shall not beresponsible or liable, directly or indirectly, for any damage or loss caused oralleged to be caused by or in connection with use of or reliance on any suchcontent, goods or services available on or through any such site or resource.Contact the external third-party website for answers to questions regarding itscontent.

8.Trademarks and Trade Names

The company name, graphics, logos,designs, page headers, button icons, scripts, and other product and servicenames are the trademarks and trade names of Tailored Response Group. TailoredResponse Group’s trademarks and trade names may not be used, including as partof trademarks and/or as part of domain names, in connection with any product orservice in any manner that is likely to cause confusion.

9.Electronic Communications

We use reasonable security measuresand take reasonable system, process and administrative precautions to protectthe security and integrity of email and other electronic communications thatyou may send to us. Despite all these precautions, no method of transmissionover the Internet is entirely secure and we cannot guarantee theconfidentiality or security of the electronic communications or its contents.You transmit such information at your own risk and you should decide verycarefully which information you want to send us via any electroniccommunication.

10.Security

Users are prohibited from violatingor attempting to violate the security of the site. Tailored Response Group willinvestigate occurrences of possible violations and will cooperate with allapplicable law enforcement authorities in prosecuting violators.

11.United States Government Rights

The Software is a “commercial item”as defined at 48 C.F.R. 2.101, consisting of “commercial computer software”,“commercial computer software documentation” and “commercial services”. If youare a U.S. governmental entity, then you acknowledge and agree that (i) use,duplication, reproduction, release, modification, disclosure, or transfer ofthe Software and any related documentation of any kind, including, withoutlimitation, technical data and manuals, will be restricted in accordance withFederal Acquisition Regulation 12.212 for civilian purposes and Defense FederalAcquisition Regulation Supplement 227.7202 for military purposes, (ii) theSoftware were developed fully at private expense and (iii) all other use of theSoftware except in accordance with the license grant provided above is strictlyprohibited.

12.Miscellaneous

The Terms of Use constitutes theentire agreement between users of the Site and Tailored Response Group, andregarding the subject matter hereof. If you breach any term of the Terms ofUse, Tailored Response Group may pursue any legal or equitable remedyavailable, including but not limited to, direct, consequential, and punitivedamages and injunctive relief. Tailored Response Group’s remedies arecumulative and not exclusive. Failure of Tailored Response Group to exerciseany remedy or enforce any portion of the Terms of Use at any time shall notoperate as a waiver of any remedy or of the right to enforce any portion of theAgreement at any time thereafter. Users of this Site are responsible forcompliance with all applicable regulations and laws. Any dispute arising out ofthe Terms of Use shall be governed by the laws of California, notwithstandingany conflicts of law principles. Any action relating to the Terms of Use mustbe filed and maintained in a court in the state of California, USA, and usersconsent to exclusive jurisdiction and venue in such courts for such purpose. Ifyou are legally exempt from certain responsibilities, then theseresponsibilities don’t apply to you under these terms.

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