Client Terms of Service Agreement

Overview:
EZ Prospects has developed and licenses a system called EZ Prospects which allows Users to promote a legal and ethical network marketing opportunity and/or Client program and/or opportunities or programs of their choice.  The EZ Prospects system is used exclusively to promote the products and Services associated with EZ Prospects.

EZ Prospects operates and manages the EZ Prospects system to assist network marketers in the building of their business on the Web and with various telecommunication systems and methods.
Where the words "I" or "We" or "Me" or Us" or "Service" or “EZ Prospects” occur and are used herein they are meant to describe EZ Prospects and/or the EZ Prospects System where appropriate. Where the word "You" is used herein it is meant to describe any individual who subscribes to and uses the Service.

Subscription:
You wish to subscribe to and participate in the EZ Prospects and use the EZ Prospects Software (the "Service"). You understand that participation in the Service will involve establishing contractual arrangements with third parties.

In order to be an authorized Client of the EZ Prospects, you must agree to abide by all of the terms and conditions contained in this Exhibit ("Client Terms of Service Agreement"). All subscribers must read this agreement carefully and agree to all of the terms and conditions herein before registering and using the EZ Prospects Service.

This Agreement (the "Agreement") is made by and between EZ Prospects, and you, as a Subscriber in the EZ Prospects.
Relationship of Parties:
You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on my or our behalf. You will not make any statement, whether on your EZ Prospects Replicated Web Site or otherwise, that reasonably would contradict anything in this Agreement.

Limited License:
EZ Prospects grants to You a personal, non-sub-licensable, non-exclusive license to participate in the Service. As part of the Service, You will have access to information, communications, software, photos, text, video, graphics, music, sounds, images and other material and services posted onto the Service by EZ Prospects .

EZ Prospects grants to You a personal, non-sub-licensable, non-exclusive license to use that Content from the Service for individual personal use ONLY.

All other use of the Content, including but not limited to, modification, publication, transmission, participation in the transfer or sale of, reproduction, creation of derivative works from, distribution, performance, display, incorporation into another Web site, mirroring the Service, or in any other way exploiting any of the Content, in whole or in part, is prohibited without first obtaining EZ Prospect’s written consent.

The Service:
All services provided by EZ Prospects may be used for lawful purposes only. Transmission or storage of any information, data or material in violation of any international, United States Federal, State or City law is prohibited. This includes, but is not limited to: copyrighted material, material legally judged to be threatening or obscene, or material protected by trade secret and other statue.

In consideration of your compliance with the terms and conditions of this Agreement, EZ Prospects agrees to provide the Service to You. Use of the Service constitutes Your agreement with the terms and conditions of this Agreement. You shall not rent, sell, lease or otherwise transfer the Service for the benefit of a third party and You will not utilize the Service in a manner that violates applicable laws of Your jurisdiction. You do not work for, and do not constitute, a government agency or body.

EZ Prospects reserves the right, at its discretion, to change, modify, add or remove portions of this Agreement at any time. Notification of the changes in the Service or this Agreement will be posted on the Web, or sent via e-mail, or postal mail.

EZ Prospects may change, suspend or discontinue any aspect of the Service at any time, including the availability of any Service feature, database or content. EZ Prospects may also impose limits on certain features and services or restrict Your access to parts or all of the Service without notice or liability.
EZ Prospects is not responsible for guaranteeing the delivery of emails sent through the system.  EZ Prospects will not be responsible for any delays, blocks, or filters associated with email delivery.

If these operating guidelines or any future changes are not acceptable to you or cause you no longer to be in compliance with this agreement, you may cancel Your Service by sending an email to support.
Your continued use of the Service now, or following the posting of notice of any changes in these operating rules, will constitute a binding acceptance by you of such rules, changes or modifications.

Your right to use the Service is subject to any limits established by EZ Prospects in its sole discretion.

Registration for Service, Password and Security: 
To become a Subscriber so you can use the service, you must register by providing us with current, complete and accurate information as prompted by the Signup Form. Paying Subscribers will also choose a password and a site ID name. You shall provide EZ Prospects with accurate, complete and updated registration information. You shall not knowingly provide inaccurate information with the intent to create a false identity.

You also agree not to provide false or misleading information in the administrative panel of the software or your web site. This includes, but is not limited to providing false e-mail address in FROM: field on outgoing emails.

You are entirely responsible for maintaining the confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree not to provide false or misleading information on the Service sign up form. This includes, but is not limited to providing false name or e-mail address.

You agree to notify EZ Prospects immediately of any unauthorized use of your account or any other breach of security. You agree that EZ Prospects is the neutral host of the Service and has no responsibility or liability in relation to the business opportunities that You represent as part of Your use of the Service.

You agree to indemnify, defend, and hold EZ Prospects and its affiliates, officers, directors, employees and agents (collectively, "EZ Prospects") from and against any and all liability, claims, losses, damages, injuries or expenses (including attorneys' fees) directly or indirectly arising from or relating to Your use of the Service and any dispute relating thereto.

You agree that EZ Prospects may rely on any data, notice, instruction or request furnished to EZ Prospects by You, which is reasonably believed by EZ Prospects to be genuine and to have been sent or presented by a person reasonably believed by EZ Prospects to be authorized to act on Your behalf.

You shall notify EZ Prospects at support@ezprospects.com of any known or suspected unauthorized uses of Your account, or any known or suspected breach of security, including loss, theft or unauthorized disclosure of Your password. You shall be responsible for maintaining the confidentiality of Your password and you are responsible for all usage and activity on Your account, including use of the account by a third party authorized by You to use Your account.

Any fraudulent, abusive or otherwise illegal activity may be grounds for termination by EZ Prospects and referral to the appropriate law enforcement agencies.

You acknowledge and agree that You will promptly notify EZ Prospects if you are aware of any person who, in your good faith opinion, is or is intending to take unfair advantage of the Service provided by EZ Prospects.

EZ Prospects reserves the right to send e-mail to You for the purposes of informing you of applicable Offers, changes or additions to the Service or any related products and services.

Subscriber Privacy:
Your privacy is important to us. Please see our posted privacy policy for more detailed information.

Subscriber Conduct:
EZ Prospects retains the right, at its sole discretion, to determine whether or not a Subscriber's conduct is consistent with the letter and spirit of the Terms of Service Agreement or Conditions or Policies and Procedures of EZ Prospects and may terminate Service if a Subscriber's conduct is found to be inconsistent with said Terms of Service Agreement and/or Conditions and/or Policies and Procedures.

Any unauthorized use of the Service, or the resale of the Services, is expressly prohibited. You agree to abide by all applicable local, state, national and international laws and regulations and are solely responsible for all acts or omissions that occur under your account or password, including the content of your transmissions through the Service. By way of example, and not as a limitation, you agree not to:
A.      Use the Service in connection with chain letters, junk email, pyramid schemes, illegal or unethical testimonials, cross soliciting, money games, spamming or any duplicative or unsolicited messages (commercial or otherwise);
B.      Harvest or otherwise collect information about others, including email addresses, without their consent;
C.     Create a false identity or forged email, or otherwise attempt to mislead others as to the identity of the sender or the origin of the message;
D.     Transmit through the Service unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature;
E.      Transmit any material that may infringe the intellectual property rights or other rights of third parties, including trademark, copyright or right of publicity;
F.      Libel, defame or slander any person, or infringe upon any person's privacy rights;
G.     Transmit any material that contains viruses, Trojan horses, worms, time bombs, cancel bots, or any other harmful or deleterious programs;
H.      Violate any U.S. law regarding the transmission of technical data or software exported from the United States through the Service;
I.         Interfere with or disrupt networks connected to the Service or violate the regulations, policies or procedures of such networks;
J.       Attempt to gain unauthorized access to the Service, other accounts, computer systems or networks connected to the Service, through password mining or any other means;
K.      Interfere with another Affiliate's use and enjoyment of the Service or another entity's use and enjoyment of similar services; or engage in any other activity that EZ Prospects believes could subject it to criminal liability or civil penalty or judgment.

Spam:
You are bound by the spam policy listed here.

Email:
You agree to receive e-mail messages from EZ Prospects. These include, but are not limited to our Newsletter, service updates, new product information, etc.

Forbidden Content:
The Software and communications tools will not host, post or promote ANY website which advocates, encourages, endorses, or makes possible any form of, pornography, gambling, pyramid schemes, illegal testimonials, or any type of business opportunity that is unethical, illegal or otherwise objectionable program whatsoever. Affiliates are prohibited from transmitting on or through any of EZ Prospect’s services, any material that is, in EZ Prospect’s sole discretion, unlawful, obscene, threatening, abusive, libelous, or hateful, or that encourages conduct which would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national or international law.  Affiliates are prohibited from making any income claims or illegal product claims of any sort.  This action WILL RESULT in immediate termination of your account without refund. Any service interruptions as a result of subscribers spamming will be billed to the subscriber at $500.00 per hour, with a $1,000 minimum billing for clean up.  Subscriber will also be in violation of the EZ Prospects Service Agreement and may be subject to legal action.

EZ Prospects reserves the sole right to ban ANY business opportunity from being promoted through the software.

Should EZ Prospects discover that your site or your communications promote programs of this type in any form this will constitute grounds for immediate suspension or termination of your site, and the loss of your entire lead database.

EZ Prospects does not take responsibility for monitoring any usage of the system. It is your responsibility to ensure that all usage of the system complies with this contract.

Payments:
EZ Prospects also reserves the right at any time to charge fees for access to the Service or the Service as a whole. In the event that EZ Prospects so elects, it shall post a notice at an appropriate location on EZ Prospect’s Web site.
If you order the EZ Prospects, or purchase any other type of account or additional fee-based service from EZ Prospects, You authorize EZ Prospects to utilize its merchant account provider to charge your account provided during the purchase/enrollment process. You authorize EZ Prospects to charge your account a monthly subscription fee.
It is your responsibility to keep your payment information accurate and current with EZ Prospects. If a monthly payment cannot be processed, You will be given a minimum of 6 business days notice to rectify the situation and make the payment. Failure to rectify the situation within 6 business days will lead to a cancellation of the account as described below.
EZ Prospects may issue a full refund of first month's payment if you contact EZ Prospects directly with a specific request for cancellation and refund including the justification for the refund. No refunds are allowed for any signup fee that includes the shipment of physical goods. No refunds are allowed for the payment of any annual fee. If you have concerns about the use of the system, you must signup with the monthly fee option. Should EZ Prospects be compelled to make a refund outside of these conditions, the refund will not include a refund for the cost of physical goods delivered. In addition, if EZ Prospects is compelled to make a refund for an annual payment, then the refund will be prorated to deduct the highest monthly fee paid by any customer for the months in which the annual service was used.


Submitting/Importing Information:
You represent to EZ Prospects that any and all emails you upload into the system are Opt in and have specifically requested information regarding your opportunity. You also represent than any content you upload to the Service is solely owned by You or provided by You with the express authority of the owners, does not infringe upon any other individual's or organization's rights (including, without limitation, copyright, trademark or intellectual property rights).

By submitting Content, Data to any "Public Area" (e.g. public chat rooms, bulletin boards, auto responder, etc.) You automatically grant to EZ Prospects a royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, sell, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such Content, Data, (in whole or part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed for the full term of any rights that may exist in such Content.


Although EZ Prospects provides some encryption to protect certain personal information which is transmitted, You understand that Your uploads and transmissions may be intercepted and used, and that all the risk associated therewith is solely Yours. You shall not upload to, or distribute or otherwise publish through the Service any Content, which is libelous, defamatory, obscene, pornographic, abusive, or otherwise violates any law. As EZ Prospects does not and cannot review every message created by You, You shall remain solely responsible for the content of Your messages.

EZ Prospects reserves the right to disclose information about sales and usage generated by the Service in forms that do not reveal Your personal identity.

Idea Submissions:
EZ Prospects welcomes specific comments regarding the Service. If You send us creative suggestions, ideas, notes, drawings, concepts or other information (collectively "Information"), the Information shall be deemed, and shall remain, the property of EZ Prospects. None of the Information shall be subject to any obligation of confidentiality on the part of EZ Prospects and EZ Prospects shall not be liable or owe any compensation for any use or disclosure of the Information.

Proprietary Information:
You acknowledge that, in the course of using the Service you will obtain information relating to the Service and/or to EZ Prospects ("Proprietary Information"). Such Proprietary Information shall belong solely to EZ Prospects and includes, but is not limited to, the features and mode of operation of the Service.

In regard to this Proprietary Information You agree not to use (except as expressly authorized by this Agreement) or disclose Proprietary Information without the prior written consent of EZ Prospects, or unless such Proprietary Information becomes part of the public domain without breach of this Agreement by You.

Use of Proprietary Software:
Subject to the terms and conditions of this Service Agreement, EZ Prospects grants you an individual, personal, non-sub licensable, non-exclusive and non-transferable license (the "License") to use its proprietary software, in object code form only, and only in accordance with the applicable end user documentation, if any, and only in conjunction with this Service Agreement. You will not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the software; modify, translate, or create derivative works based on the software; or copy (except for archival purposes), rent, lease, distribute, assign, or otherwise transfer rights to the software; use the software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels on the software. As between the parties, you acknowledge that EZ Prospects and its licensors retain ownership of all software, any portions or copies thereof, and all rights therein. Upon termination of this Service Agreement for any reason, this License will terminate and you will cease to use the software. The software is provided "AS IS" and subject to the warranty disclaimers and limitations found in this service agreement.

Cancellation:

You may cancel service at any time by sending an email to support@ezprospects.com.  Upon termination, Your access to the Service will be suspended. You are responsible for all actions and charges incurred up to the time that the account is deactivated. Affiliate site name and password must be included in the cancellation request. Cancellation will take effect only when EZ Prospects confirms the receipt of the cancellation request.
It is your responsibility to cancel your account and provide direct notification via the website or via email to EZ Prospects. Cancellation of your service from any other associated or affiliated program will NOT automatically cancel your agreement with EZ Prospects. Once your cancellation request has been received by EZ Prospects, your account (and all future charges) will be canceled within TWO business days. No refunds or partial refunds will be provided under any circumstances other than the as described elsewhere in this agreement.

You agree that EZ Prospects has the right to delete all data, files, leads or other information that is stored in the Affiliate's account if either EZ Prospects or the subscriber terminates the subscriber's account with the company, for any reason.  In addition, EZ Prospects and its associated companies retain the right to use the data, files, and other information stored in the Affiliate’s account.

Termination:

EZ Prospects may, in its sole discretion, terminate or suspend Your access to all or part of the Service for any reason, including without limitation, breach of this Agreement, or assignment of this Agreement by You.

Upon termination, You shall no longer be entitled to use the Service and the licenses granted hereunder shall terminate and You shall immediately return or destroy all Proprietary Information, but the terms of this Agreement will otherwise remain in effect. Disclaimer of Warranties, Limitation of Liabilities, and Indemnification EZ Prospects does NOT warrant that the EZ Prospects web sites and related web sites and/or services will be error free or uninterrupted and we will not be liable for the consequences of any interruptions or errors.

The EZ Prospects web site and Service is distributed on an "as is" basis without warranties of any kind, either expressed or implied. EZ Prospects will not be responsible for ANY losses, damages or costs that you and/or your business may suffer when using the EZ Prospects web sites and related web sites and/or services. You expressly agree to indemnify and hold harmless EZ Prospects from ANY claims resulting from your use of the EZ Prospects websites and related web sites and/or services. You expressly agree that use of the EZ Prospects websites and related web sites and/or services is at your sole risk and you understand such risks are an inherent part of business.

You expressly agree that neither EZ Prospects nor its service providers, affiliates, licensors, employees and/or contractors shall have ANY liability for ANY damages suffered by you, your business or ANY other 3rd party as a result of the use or misuse of the websites and related web sites and/or telecommunication services.

Responsibility of Content:
EZ Prospects exercises no control whatsoever over the content, information and data passing through its Service, including but not limited to the Software, World Wide Web domain discovermangosteen.com, telecommunications, and Internet server.

Subscriber business opportunity links in the Service lead to sites maintained by individuals or organizations other than EZ Prospects over whom EZ Prospects has no control.

EZ Prospects provides these links for their prospects, and the inclusion of any link on the Service does not imply any endorsement by EZ Prospects of the linked sites, their content or owners.

EZ Prospects makes no representations whatsoever about any other website which you may access through the Service. When you access a non-EZ Prospects web site, please understand that it is independent from EZ Prospects, and that EZ Prospects has no control over the content on that website.

In addition, a link to a non-EZ Prospects website does not mean that EZ Prospects endorses or accepts any responsibility for the content or the use of such website.

Nonassignability:
Neither the rights nor the obligations arising under this Agreement are assignable or transferable by You, and any such attempted assignment or transfer shall be void and without effect.

System accounts cannot be transferred or used by anyone other than the subscriber. Accounts, which have been transferred to other parties, or show other activity in violation of this paragraph, are subject to immediate cancellation.

You are not allowed to let others access and use the Service, nor make your password visible to others. You may not attempt to find out the password of another user of the Service.

Modification:
We may modify any of the terms and conditions contained in this Agreement, at ANY time and in our sole discretion, by posting a change notice or a new agreement on our site. If any modification is unacceptable to you, or If you are dissatisfied with the Service or with any terms, conditions, rules, policies, guidelines, or practices of EZ Prospects in operating the Service, your only recourse is to terminate this agreement by canceling your service. Your continued participation in the program following our posting of a change notice or a new agreement on our site will constitute binding acceptance of the change.

Force Majeure:
Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action labor conditions, earthquakes or any other cause which is beyond the reasonable control of such party.

Arbitration:
Any dispute relating in any way to this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement or your relationship with us or any of our affiliates shall be submitted to confidential arbitration in Dallas Texas except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court in the state of Texas (and you consent to non-exclusive jurisdiction and venue in such courts) or any other court of competent jurisdiction. Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.

Miscellaneous:
This Agreement will be governed by the laws of the United States and the State of Texas, without reference to rules governing choice of laws. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

EZ Prospects Copyrights:
Any and all content on the EZ Prospects site and related sites, including but not limited to text, graphics, logos, picture images, audio files, video files, multi-media, music, sound, intellectual property and software is the property of EZ Prospects and is protected by U.S. and international copyright and trademark laws. No part of the web site or related web sites may be reproduced or transmitted in any form or by any means without written permission from EZ Prospects.

EZ Prospect’s copyright notice (Copyright © 2007 by EZ Prospects.  All Rights Reserved) appears to remind you that everything on the EZ Prospects sites and site is owned by EZ Prospects and protected by copyright as a collective work or compilation (or both) with the exception of works identified by someone else's copyright notice.

 
DISCLAIMER OF WARRANTIES, LIMITATION OF LIABILITIES, INDEMNIFICATION:
EZ Prospects makes no warranties of any kind, whether expressed or implied, for the service it is providing. EZ Prospects also disclaims any warranty of merchantability or fitness for a particular purpose. EZ Prospects will not be responsible for any damage suffered. This includes loss of data resulting from delays, nondeliveries, misdeliveries, or service interruptions caused by EZ Prospect’s negligence or the subscriber's errors or omissions. Use of any information obtained via EZ Prospects is at your own risk. EZ Prospects specifically denies any responsibility for the accuracy or quality of information obtained through its services.
EZ PROSPECTS DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR FREE OR UNINTERRUPTED. THE SERVICE IS DISTRIBUTED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. EZ PROSPECTS WILL NOT BE RESPONSIBLE FOR ANY LOSSES, DAMAGES OR COSTS THAT YOU AND/OR YOUR BUSINESS MAY SUFFER WHEN USING THE SERVICE. YOU AGREE TO INDEMNIFY AND HOLD HARMLESS EZ PROSPECTS FROM ANY CLAIMS RESULTING FROM YOUR USE THE SERVICE. YOU EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK. NEITHER EZ PROSPECTS NOR ITS SERVICE PROVIDERS, AGENTS, LICENSORS, EMPLOYEES SHALL HAVE ANY LIABILITY FOR ANY DAMAGES SUFFERED BY YOU OR ANY OTHER PARTY AS A RESULT OF THE USE OR MISUSE OF THE SERVICE.

Entire Agreement:
This Agreement constitutes the entire agreement between EZ Prospects and You pertaining to the subject matter hereof, and any and all written or oral agreements heretofore existing between the parties hereto are expressly cancelled. Any modifications of this Agreement must be in writing and signed by both parties hereto. Should any provision of this agreement be held to be illegal, invalid, or unenforceable by a court law, the legality, validity and enforceability of the remaining provisions of this agreement shall remain unaffected thereby unless otherwise stated.
These Terms and Conditions supersede all previous representations, understandings or agreements and shall prevail notwithstanding any variance with terms and conditions of any order submitted. Use of EZ Prospect’s service constitutes acceptance of these Terms and Conditions.


Enurement:
The provisions of this agreement shall be binding on you and ensure to the benefit of the successors and assigns of EZ Prospects. EZ Prospects may assign this Agreement at any time in its sole and absolute discretion and without your consent.

 
Independent Investigation:
You acknowledge that you have read this agreement and agree to all its terms and conditions. You have independently evaluated the desirability of participating in the program and are not relying on any representation, guarantee, or statement other than as set forth in this agreement.

By clicking on the "Accept" button and using the EZ Prospects services you indicate your acceptance of this agreement and its terms and conditions. If you do not agree to all of the terms and conditions of this agreement, then you will not be able to subscribe for a web site.

Should You have any questions concerning this Agreement contact EZ Prospects at support@ezprospects.com