DRAWLOOP TECHNOLOGIES, INC.

SUBSCRIPTION SERVICES AGREEMENT

This website (the "Site") and the services accessible through it (the “Services”) are provided on a free and subscription basis by Drawloop Technologies, Inc. ("Drawloop" or "us") to its subscribers ("you" or "subscriber"). All information and Services accessed through the Site are provided by Drawloop pursuant to the terms and conditions of this Subscription Services Agreement (the "Agreement"). Your establishment of an account (the "Account") and use of the Site or Services constitute your agreement to be bound by these terms and conditions, as they may be modified from time to time by Drawloop.

1. Limited License to Use Site. As a subscriber to the Site, you are granted a nonexclusive, nontransferable, revocable, limited license to access and use this Site in accordance with this Agreement. Drawloop reserves the right to terminate this license at any time for any reason, subject to its obligation to return to you any unused portion of your subscription fee, if any.

2. Subscription Plans; Fees and Payments.

   1. Trial Offers.From time to time, Drawloop may offer new subscribers a free subscription rate for a period of time to allow subscribers to become familiar with the Site and the Services. Drawloop reserves the right to discontinue or modify any free trial offer program at any time, provided that it will continue to honor any then active free trial subscriptions for the remainder of the applicable free trial period, if applicable. If you have subscribed pursuant to a free trial offer, Drawloop will provide you with one or more email notices prior to the end of the trial period, alerting you to the end of the trial period and the terms and procedure by which you may obtain a standard subscription. You will NOT be automatically subscribed at the end of your trial period, so if you do not register for a standard subscription, your subscription will automatically terminate at the end of the trial period.

   2. Fees and Payments.You can always find the current subscription fees and charges posted under your corporate login on the Site. If there are any annual, monthly or similar periodic or other fees for your subscription, these fees will be billed automatically to the credit card designated during the registration process for the Site, or subsequently designated by you. You agree to pay or have paid all fees and charges incurred in connection with your subscription (including any applicable taxes) at the rates in effect when the charges were incurred. Drawloop may change the fees and charges then in effect, or add new fees or charges, by giving you at least 30 days advance notice. For example, Drawloop currently does not charge for storage of documents on LOOP DDP, but storage charges may be implemented in the future. You also are responsible for any fees or charges incurred to access the Site through an Internet access provider or other third party service. Except as specifically provided in this Agreement, all fees and charges are nonrefundable.

   3. Payment Method.To subscribe to the Site, either on a trial or standard subscription plan, you must provide us with your valid Visa® or Mastercard® credit card number and your available credit must be sufficient to pay the applicable subscription fees. In the event that you cancel this credit card or it is otherwise terminated, you must immediately provide us with a new valid credit card number. You authorize Drawloop, from time to time, to undertake steps to determine whether the credit card number you have provided to us is a valid credit card number. In the event that you do not provide us with a current valid credit card number with sufficient credit upon request during the effective period of this Agreement, you will be in violation of this Agreement, and Drawloop may terminate your subscription and the license granted herein. We will assess a fee of $25 for any charge backs or payment reversals on your Account. If you fail to make any payments to Drawloop, you agree to be responsible for all reasonable expenses (including attorneys’ fees) incurred by Drawloop in collecting such amounts. Drawloop does not accept debit cards for payment of subscription fees at this time.

3. Limitations on Use.The content on this Site (the "Content") is for use only by the individual subscriber and, except as permitted by this Agreement, may not be decompiled, reverse engineered, disassembled, transferred, distributed, resold, sublicensed, or used to create any derivative works. Subscribers may not use any network monitoring or discovery software to determine the Site’s architecture, or extract information about usage or individual identities of subscribers. You may not use any robot, spider, other automatic software or device, or manual process to monitor or copy our Site or its Content without first receiving our prior written consent.

4. Drawloop Proprietary Information.You agree that the Site and its Content are protected by copyrights, trademarks, service marks, patents and/or other proprietary rights and laws. Except as expressly provided in this Agreement, nothing contained herein shall be construed as conferring to you any license or right under copyright or other intellectual property right law. No part of the Content available in this Site may be copied, photocopied, reproduced, translated or reduced to any electronic medium or machine-readable form, in whole or in part, except as specifically provided in this Agreement.

   You may photocopy printouts of Site Content and incorporate such copies into reports and other materials prepared by a subscriber for his, her or its own customers. In addition, subscribers may distribute copies of Site Content to the extent permitted under the "fair use" provisions of the Copyright Act of 1976 (17 U.S.C. §107). These provisions state that several factors must be considered when determining whether the use made of a work in any particular case is a "fair use," such as whether the use is of a commercial or non-profit nature, the amount and substantiality of the portion used in relation to the work as a whole, and the effect of the use upon the potential market for or value of the work. Drawloop is not able to give legal advice to subscribers as to whether a particular type of use constitutes "fair use."

   Notwithstanding the provisions above, subscribers are not permitted to use Site Content as a component of, or basis for, a database prepared for use by subscriber or any third party. Furthermore, all copies of Site Content, whether in print or electronic form, must incorporate all of Drawloop’s or third party copyright and/or other intellectual property rights notices.

5. Subscriber Proprietary Information; Offensive Materials.Drawloop agrees that it has no rights to the data, documents, information or material that you submit in the course of using the Site ("Subscriber Data"). Subscriber, and not Drawloop, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Subscriber Data, and Drawloop shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Subscriber Data. By using the Services, each subscriber represents and warrants to Drawloop that it has the legal right to submit the Subscriber Data. You agree to indemnify, defend and hold Drawloop harmless from any liability caused by your submission of Subscriber Data in violation of a third party’s copyright or other rights of ownership. Drawloop reserves the right to withhold, remove and/or discard Subscriber Data without notice for any breach, including without limitation, non-payment of subscription fees. In addition, Drawloop reserves the right to withhold, remove and/or discard any Subscriber Data submitted to Drawloop, which, in Drawloop’s sole opinion, is pornographic or otherwise in violation of Drawloop’s internal policies for publishable material.DRAWLOOP MAKES NO REPRESENTATION OR WARRANTY THAT ANY STANDARD EDITION SUBSCRIBER DATA SUBMITTED TO DRAWLOOP WILL BE RETAINED FOR ANY PARTICULAR PERIOD OF TIME, AND SUBSCRIBER AGREES TO MAINTAIN ON ITS SERVERS DUPLICATE COPIES OF ALL SUBSCRIBER DATA SUBMITTED TO DRAWLOOP, INCLUDING WITHOUT LIMITATION, SUBSCRIBER DATA STORED ON LOOP SERVICES.

6. General Terms of Use.

   1. A subscriber’s use of the Site will require entry of a name and password chosen by the subscriber during initial registration. You will be responsible for all use of the Site with that user name and password, unless and until Drawloop receives written notice from you that your user name and password are being used on an unauthorized basis. You agree to indemnify, defend and hold Drawloop harmless from and against any and all losses, damages, judgments, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees) suffered or incurred by Drawloop in connection with or as the result of any unauthorized use by parties which have obtained your name and password from you (unless you have requested in writing that Drawloop deactivate such user ID).

   2. Drawloop reserves the right to investigate complaints or reported violations of this Agreement and to take any action we deem appropriate, including without limitation reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to subscriber profiles, e-mail addresses, usage history, posted materials, IP addresses and traffic information.

   3. You agree to abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Site, including those related to data privacy, international communications and the transmission of technical or personal data. You agree to: (i) notify Drawloop immediately of any unauthorized use of any password or Account or any other known or suspected breach of security; and (ii) report to Drawloop immediately and use reasonable efforts to stop immediately any unauthorized copying or distribution of Content that is known or suspected by you.

   4. Each and every time you log onto and use the Site, you reaffirm your consent to the terms of this Agreement, as such terms may be amended from time to time.

7. Errors and Corrections.Drawloop will make commercially reasonable efforts to ensure a virus free environment, a reliable operational schedule and to provide timely correction of Content known to be inaccurate. Notwithstanding the foregoing, Drawloop does not represent or warrant that this Site or the Content will be correct, accurate, timely, error-free, or free of viruses or other harmful components, that defects will be corrected or that the Site will always be accessible or otherwise reliable. Drawloop may make improvements and/or changes to Site features, functionality or Content at any time.

8. Disclaimer of Warranties.This Site and the Content are provided on an "as is, as available" basis, and Drawloop expressly disclaims all warranties, including the warranties of merchantability, fitness for a particular purpose and non-infringement. Drawloop disclaims all responsibility for any loss, injury, claim, liability, or damage of any kind resulting from, arising out of or any way related to (a) any errors in or omissions from this Site and the Content, including but not limited to technical inaccuracies and typographical errors; (b) the unavailability of this Site or any portion thereof; (c) your use of this Site or the Content; (d) your use of any equipment or software in connection with this Site or the Content; or (e) any third party web sites or content therein directly or indirectly accessed through links contained on this Site.

9. Limitation of Liability.Drawloop will not be liable for any loss, injury, claim, liability, or damage of any kind resulting from your use of this Site or its Content. Drawloop shall not be liable for any special, indirect, incidental, punitive or consequential damages of any kind whatsoever (including, without limitation, attorneys' fees) in any way due to, resulting from, or arising in connection with the use of or inability to use this Site or the Content. To the extent the foregoing limitation of liability is prohibited by applicable law or fails of its essential purpose, Drawloop’s sole obligation to you for damages shall be limited to the subscription fees paid for by you, up to a maximum of 12 months of subscription fees.

10. Indemnification.You agree to indemnify, defend and hold harmless Drawloop, its officers, directors, employees, agents, licensors, suppliers and any third party information providers to the Site from and against all claims, losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation of this Agreement by you.

11. Termination of Subscription.

    1. Your subscription will continue each month and renew automatically, unless terminated as provided herein. Your subscription and the license granted herein may be terminated by you at the end of the subscription period selected. For termination instructions, login to your Account and click on the ‘Billing Info’ section of your ‘My Account’ page. Drawloop may terminate your subscription and your license at any time upon at least five (5) days' prior written notice to you; provided that if such termination is due to your breach of this Agreement, Drawloop may terminate your subscription and your license immediately upon providing you with notice. The right of Drawloop to terminate your subscription and license following your breach shall be in addition to such other rights or legal remedies that may be available to Drawloop. Drawloop reserves the right to seek all remedies available at law and in equity for violations of this Agreement, including without limitation the right to block access from a particular Internet address to this Site.

    2. If Drawloop terminates your subscription and license without cause, then Drawloop shall refund to you the unused portion of your subscription fee. If your subscription and the license granted herein are terminated by you or by Drawloop due to your breach of the Agreement, the unused portion of your subscription fee will not be refunded.

12. Privacy Policy.

    1. Generally.Drawloop recognizes that its subscribers are concerned about how the information they provide on the Site will be used. Drawloop will not sell, share, or rent this information to others, except as necessary to service our subscribers’ Accounts. The sections of our Site where information is collected and the respective uses of that information are described in the following sections.

    2. Registration.In order to use our Site and the Services, a subscriber must first register with us by completing a registration form. During registration a subscriber is required to give standard information such as company name, authorized representative, address, phone number, fax number, email address, mailing address and type of business. This information is used by Drawloop to identify you as a potential subscriber and assign to you a Drawloop Account number. It is optional for you to provide certain information (such as fax and phone numbers), but encouraged so we have additional means to contact you if necessary.

    3. Ordering.We request information from each subscriber on our order form such as a billing address (if different from the registration address) and financial information (like credit card number and expiration date). This information is used for billing purposes and to fill subscriber orders. If we have trouble processing an order, this contact information is used to get in touch with the subscriber. To the extent necessary, this information is provided to credit card processing companies and other third parties whose services may be necessary to complete the order.

    4. Subscriber Documents.In providing our Services, we will receive our subscribers’ uploaded documents, and these documents will be stored on our servers for a period of time. Unless subscriber elects to post documents to LOOP DDP, subscriber documents will generally not be retained on our servers for more than 24 hours. Documents stored on LOOP DDP will generally be stored until subscriber requests their removal, subject to Drawloop’s right to remove at any time in its sole discretion Subscriber documents are stored in a secure server environment that uses a firewall and other advanced technology to prevent interference or access from outside intruders. These documents are not accessible by any third party, unless a subscriber has elected to publish the documents to a public or private website. Unless the documents are published to a public site, we will not use or disclose a subscriber’s documents in any manner. A subscriber publishing its documents to a private site is responsible for maintaining the security of user names and passwords required to access such site. All published documents are stored by Drawloop with a third party service provider called Scribd, and its privacy policy with regard to such stored documents can be found at www.scribd.com/privacy. Drawloop disclaims liability for the release of any documentation uploaded to Drawloop which subscriber elects to publish, either to a public or private site.

    5. Information Collected using Cookies.A cookie is a piece of data stored on the subscriber’s hard drive containing information about the subscriber. We use cookies to enhance our subscriber’s browsing and data analysis experience on our Site. For example, we receive and collect the name of the domain and host from which you access the Internet, the Internet protocol (IP) address of the computer you are using, the browser software you use and your operating system and if applicable, the Internet address of the web site from which you linked directly to our Site. The cookies transmit this information back to the computers hosting our Site, which are the only computers authorized to read such information. This information makes it possible for us to (i) speed navigation, keep track of search results and provide subscribers with custom tailored content; (ii) remember information you gave to us so you do not have to re-enter it each time you visit the Site; (iii) monitor the effectiveness of certain of our marketing email campaigns; and (iv) monitor total number of visitors, pages viewed, and the duration of the Site visit. In short, all of the information we automatically capture provides us with the ability to enhance our subscribers' search and data analysis experience, and to determine aggregate information about our subscriber base and usage patterns.

       Most people do not know that cookies are being placed on their computers when they visit websites because browsers are typically set to accept cookies. You can choose to have your browser warn you every time a cookie is being sent to you, or you can turn off cookie placement. If you refuse cookies, you will not be able to use all of the features and functionality of our Site, and therefore will not be able to complete an order with us online.

    6. Log Files.We use IP addresses to analyze trends, administer the Site, track subscriber’s movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information.

    7. Sharing.We may from time to time share aggregated demographic information with our business technology partners. This is not linked to any personal information that can identify any individual subscriber. We use a credit card processing company to bill subscribers for Services. These companies do not retain, share, store or use personally identifiable information for any secondary purposes. We may from time to time partner with another party to provide specific products or services. When the subscriber purchases these products or services, we will share names or other contact information that is necessary for the third party to complete the order. These parties are not allowed to use personally identifiable information, except for the purpose of completing the order.

    8. Links.This Site may from time to time contain links to other sites. Please be aware that Drawloop is not responsible for the privacy practices of such other sites and this privacy statement applies solely to information collected by our Site. We encourage our subscribers to be aware when they leave our Site and to read the privacy statements of each and every web site that collects personally identifiable information.

    9. Surveys.From time-to-time our Site requests information from subscribers in the form of a survey. Participation in any survey is completely voluntary and the subscriber therefore has a choice whether or not to disclose this information. If the survey question relates to our Site, the survey information will be used only for the purposes of monitoring or improving the use and satisfaction of the Site. Your survey response will be reflected in the survey results but will never be provided to a third party in a manner which links your vote with your personally identifiable information.

    10. Security.Drawloop utilizes some of the most advanced technology for Internet security available today. When you access our Site using Netscape Navigator 6.0 or Microsoft Internet Explorer versions 5.5 or higher, Secure Socket Layer (SSL) technology protects your information using both server authentication and data encryption, ensuring that your data is safe, secure, and available only to registered users in your organization. Your data will be completely inaccessible to your competitors unless you elect to post your documents to LOOP Exchange. Drawloop provides each user in your organization with a unique user name and password that must be entered each time a user logs on to the Site. Drawloop issues a session "cookie" only to record encrypted authentication information for the duration of a specific session. The session "cookie" does not include either the user name or password of the user. Drawloop does not use "cookies" to store other confidential subscriber and session information, but instead implements more advanced security methods based on dynamic data and encoded session IDs.

        In addition, Drawloop is hosted in a secure server environment that uses a firewall and other advanced technology to prevent interference or access from outside intruders.

    11. Supplementation of Information.In order for this Site to properly fulfill its obligation to our subscribers, it is necessary for us to supplement the information we receive with information from third party sources. For example, to determine if our subscribers qualify for available credit, we use their name and social security number to request a credit report. Once we determine a subscriber’s credit-worthiness, this document is destroyed.

    12. Special Offers.We send all new subscribers a welcoming email to verify password and user ID. Established subscribers will occasionally receive information on products, special deals, and a newsletter. Out of respect for the privacy of our subscribers, we present the option to not receive these types of communications. Please see our choice and opt-out policy below.

    13. Site and Service Updates.We may also send the subscriber periodic updates relating to material changes in our Site. Subscribers are not able to unsubscribe from these announcements, which contain important information about the operation of our Site. We communicate with the subscriber to provide requested services or in regard to issues relating to their Account via email, phone, fax or U.S. Mail.

    14. Correction/Updating Personal Information.If a subscriber’s personally identifiable information changes (such as your zip code), or if a subscriber no longer desires to be registered as a subscriber of our Site, we will endeavor to provide a way to correct, update or remove that subscriber’s personal data provided to us. This can usually be done by emailing our subscriber support at support@drawloop.com

    15. Choice/Opt-out.Our subscribers are given the opportunity to ‘opt-out’ of having their information used for purposes not directly related to our Site at the point where we ask for the information. For example, our order form has an ‘opt-out’ mechanism so subscribers who buy a service from us, but do not want any marketing material, can keep their email address off the lists we use for promotional purposes. Subscribers who no longer wish to receive our newsletter or promotional materials may opt-out of receiving these communications by directing a request to unsubscribe to opt-out@drawloop.com

    16. Notification of Changes.If we change any portion of the terms of this privacy policy section of the Agreement, we will post those changes on our Site so our subscribers are always aware of what information we collect, how we use it, and under circumstances, if any, we disclose it. If at any point we decide to use personally identifiable information in a manner different from that stated at the time it was collected, we will notify subscribers by way of an email. Subscribers will have a choice as to whether or not we use their information in this different manner. We will use information in accordance with the privacy policy section of the Agreement under which the information was collected.

13. Additional Miscellaneous Provisions.

    1. Drawloop reserves the right to change the terms of this Agreement at any time. Updated versions of this Agreement will appear on this Site and are effective immediately. You are responsible for regularly reviewing the terms of this Agreement as posted. Continued use of this Site or the Services after any such changes constitutes your consent to such changes.

    2. This Agreement shall be binding upon and shall be for the benefit of Drawloop and you and our respective legal representatives, successors, and permitted assigns; provided, that you shall not be entitled assign, sublicense, or delegate this Agreement, in whole or in part, without Drawloop's prior written consent.

    3. This Agreement shall be deemed to be controlling with respect to the meaning of any other language on the Site. Nothing in any of the ‘Help’ documentation or any other Drawloop documentation shall be deemed to limit or otherwise modify this Agreement in any way.

    4. This Agreement is governed by and construed in accordance with the laws of the State of Florida, and any action arising out of or relating to these terms shall be filed only in state or federal courts located in Florida. You hereby consent and submit to the personal jurisdiction of such courts for the purpose of litigating any such action.

    5. No waiver by Drawloop of any breach or default by you of any provision of, or failure by Drawloop to exercise in any respect any right or remedy provided in this Agreement shall be deemed to be a waiver of any other breach or default, nor of any other right or remedy, of the same or other nature.

    6. You agree to pay all federal, state, and local taxes (including, without limitation, sales and use taxes, privilege and excise taxes, and all other taxes of any kind or nature, exclusive only of taxes based on Drawloop's net income) related to or arising out of this Agreement, however or wherever such taxes, fees, or charges may be designated, levied, or based.

    7. This Agreement incorporates by reference any notices contained from time to time on this Site, and constitutes the entire agreement with respect to access to and use of this Site and the Content. If any provision of this Agreement is unlawful, void or unenforceable, then that provision shall be deemed severable from the remaining provisions and shall not affect their validity and enforceability.

    8. Any demand, notice, or other communication required or permitted hereunder shall be effective if in writing and either (i) hand-delivered to the addressee, or (ii) deposited in the mail (registered or certified) or delivered to a private express company addressed as follows: (A) if to Drawloop, at the address set forth in "Contact Us" section of the Site; or (B) if to you, at the address set forth in your Drawloop registration form. Either party may change its notice address by providing the other party with notice of the change. Email notification with confirmation by the other party may be accepted by either party at its option as notification, but emailing such notice shall not by itself constitute notice under this subsection.

14. Copyright

    1. All Drawloop Site Materials, including, without limitation, text, graphics and other files, and the arrangement thereof, are copyrighted and Drawloop reserves all rights associated with such copyrights. This Site itself is protected by copyright as a collective work or compilation under U.S. copyright and other laws. The names, trademarks, service marks and logos appearing on this Site may not be used in any advertising or publicity, or otherwise to indicate Drawloop’s sponsorship of or affiliation with any product, service, event or organization without Drawloop’s prior express written permission. You may electronically copy and print to hard copy any portion of this Site for the sole purpose of using the Materials it contains for non-commercial use. Any other use of the Materials on this web Site, including any commercial use, reproduction for purposes other than described above, modification, distribution, republication or display, without the express written permission of Drawloop Technologies, Inc. is strictly prohibited.

    2. Drawloop Technologies, the Drawloop logo, LOOP Exchange, LOOP, DDP Enabled, S-LOOP and SAVER3 are trademarks or registered trademarks of Drawloop Technologies, Inc. in the United States and/or other countries. Drawloop Technologies, Inc. acknowledges the names, trademarks, service marks and logos of other organizations for their respective products or services mentioned on this Site.

    3. Any rights not expressly granted herein are reserved by Drawloop Technologies, Inc. All other trademarks are the property of their respective owners. All rights reserved.