General Terms & Conditions

1. DEFINITIONS

For the purposes of this Agreement:

1.1. "RXPortfolio’s Equipment" shall mean computer and telecommunications device, Internet access and/or transmission rights owned, operated, and/or maintained by RXPortfolios and/or RXPortfolio’s agents or assigns which function to provide the RXPortfolios Services.

1.2. "RXPortfolios", "us," "we, "our" and grammatical variants thereof shall collectively refer to RXPortfolios and its assigns and successors in interest.

1.3. "RXPortfolios Services" shall mean the products and services provided by RXPortfolios at any given time, including but not limited to property information listings, advertising and promotional services, data research, and any associated support services, which services may be changed, amended, and/or otherwise altered at any time in RXPortfolio’s sole discretion.

1.4. "RXPortfolios Software" shall mean any software provided by RXPortfolios at any given time, whether downloaded to your computer, provided to you on CD or another form of removable media, or utilized online as part of the RXPortfolios Services. The RXPortfolios Software includes the program and any and all copies or portions thereof, whether standing alone or in combination with other programs, as well as the documentation and other materials delivered in connection with the software, if any.

1.5. "Bandwidth" shall refer to the rate of data transmission in bits per second using RXPortfolio’s Equipment.

1.6. "Content" shall mean the downloadable files which are interpreted by a client web browser for display with or without plug-ins.

1.7. "Customer Service" shall refer to communication from us to you dealing with problems or questions relating to services provided by us to you.

1.8. "Fee" shall mean monies and other consideration you are obligated to pay to RXPortfolios for the right to use the RXPortfolios Services and Bandwidth subject to the terms and conditions of this Agreement and of the particular RXPortfolios Services for which you have purchased, as outlined on the then-current schedule of fees. Fees may be changed at any time on thirty days notice.

1.9. "Fee Schedule" shall mean the fees for the RXPortfolios Services as published on the RXPortfolios web site, which may be modified at any time in RXPortfolio’s sole discretion pursuant to the provisions of 24.1.

1.10. "Parties" shall collectively refer to RXPortfolios and you.

1.11. "Suspend" or "Suspension" shall include the disabling of your Electronic Portfolio.

1.12. "Technical Support" shall refer to communications from us to you dealing with problems or questions relating to technical matters involving software or services provided by us to you.

1.13. "Electronic Portfolio" shall mean a quantity of computer memory allocation, as outlined in the program description for Your Services, generally located on one or more computer storage devices and measured in units of megabytes (MBs) wherein data comprising Portfolio is stored and is accessible by RXPortfolio’s web server equipment.

1.14. "You", "your" and grammatical variants thereof shall mean you, any other entity which has an ownership or other beneficial interest in you, or any other entity in which you have an ownership or other beneficial interest.

1.15. "Portfolio" shall mean data transmittable via the Internet by RXPortfolios which is stored in Electronic Portfolio.

1.16. "Your Services" shall mean the specific RXPortfolios Services for which you have contracted, subject to the limitations and specifications of the particular service effective as of the date of contract and to the fees for that pursuant to the current Fee Schedule.

2. DESCRIPTION

Subject to and conditioned upon RXPortfolio’s retained rights and all other terms and conditions set forth in this Agreement, RXPortfolios offers the RXPortfolios Services as soon as practicable after registration for and payment of any and all fees due. You will receive a password, account and instructions upon completion of the registration process. You are responsible for maintaining the confidentiality of both your password and your account and are fully responsible for all activities that occur under your password and your account. You agree to immediately notify RXPortfolios of any unauthorized uses of the account or any other breaches of security. RXPortfolios cannot and will not be liable for any loss or damage from your failure to comply with this security obligation. You acknowledge and agree that under no circumstances will RXPortfolios be liable, in any way, for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions. The RXPortfolios Services are subject to the following conditions and restrictions:

2.1. Portfolio Services

2.1.1. RXPortfolios shall provide to you a non-exclusive and limited license to use the amount of Electronic Portfolio allocated to Your Services for your non-exclusive use for the exclusive purpose of storing Portfolio data and disseminating said data via the Internet through the use of RXPortfolio’s Equipment for purposes consistent with this Agreement.

2.1.2. RXPortfolios, either directly or through its assignee or licensee, shall provide Customer Service relating to Portfolio consisting of replying to customer questions or complaints regarding services provided by us to you relating to Portfolio. RXPortfolios is not obligated to provide any Customer Service except as specified in this Section 2. Any and all requests for additional Customer Service may be refused by RXPortfolios with or without reason. Any additional Customer Service which RXPortfolios may subsequently agree to provide to you shall be at RXPortfolio’s sole discretion and once commenced, may be terminated at any time by RXPortfolios without notice to you and without any liability to RXPortfolios. Notwithstanding the foregoing, RXPortfolios at its sole discretion may at any time alter or cease providing the Customer Service which it has agreed to provide to you relating to Portfolio pursuant to this Agreement without any liability to RXPortfolios.

2.1.3. RXPortfolios, either directly or through its assignee or licensee, shall provide Technical Support relating to Portfolio consisting of replying to communications from and to end users dealing with problems or questions relating to technical matters involving software or services provided by us to you. While RXPortfolios is not obligated to provide any Technical Support except as specified in this Section 2, you may contact us to request additional Technical Support on a fee for service basis to be arranged between RXPortfolios and you. Any and all requests for additional Technical Support may be refused by RXPortfolios with or without reason, in its sole discretion. Any additional Technical Support which RXPortfolios may subsequently agree to provide to you shall be at RXPortfolio’s sole discretion and once commenced, may be terminated at any time by RXPortfolios without notice to you and without any liability to RXPortfolios. Notwithstanding the foregoing, RXPortfolios at its sole discretion may at any time alter or cease providing the Technical Support which it has agreed to provide to you relating to Portfolio pursuant to this Agreement without any liability to RXPortfolios.

2.1.4. All use of Electronic Portfolio and provision of services to you by RXPortfolios shall be subject to all terms and conditions set forth herein. You may not attempt to expand or alter these rights or RXPortfolio’s services by entering into multiple agreements.

2.1.6. RXPortfolios may suspend performance under or terminate this Agreement, cease transmission of data associated with your Portfolio immediately and without notice, and take any other actions it deems necessary, in its sole discretion, to comply with the relevant laws if it is informed or otherwise believes, in its sole discretion, that your Portfolio violates the intellectual property rights of any third party or is otherwise the subject of a dispute. As more completely set forth in Sections 5, 6, and 9, you waive any and all clams you may have, now and forever, against RXPortfolios relating to the content, use, and operation of Portfolio and agree to indemnify and hold harmless RXPortfolios from and against any such claims.

2.2. Portfolio Registration

2.2.1. Should you choose to register a Portfolio through RXPortfolios, RXPortfolios will store and display over the Internet the Portfolio on your behalf. The registration of your Portfolio is subject to the terms and conditions provided herein. RXPortfolios assumes no liability in the event the Portfolio data provided by you is inaccurate, incorrect, out dated, and does not warrant or guarantee that assigned Portfolio do not infringe the rights of third parties, or that the Portfolio will be displayed with our service for any period of time. RXPortfolios shall not own or otherwise legally control any Portfolio registered on your behalf. You agree that you are responsible for any and all fees and costs related to the registration of your Portfolio, and you authorize RXPortfolios to debit your credit card or invoice you directly for any such fees and costs.

2.2.2. You acknowledge and agree that RXPortfolios or its agents, assignees or licensees may, upon registration of your Portfolio, associate any data of any kind, in RXPortfolio’s sole discretion, with the Portfolio registered in association with Portfolio until you replace such data with the Web Site.

2.2.3. You represent and warrant that your Portfolio does not infringe the copyright, trademark, or any other intellectual property rights of any person or company and that your Portfolio is otherwise in compliance with the terms of this agreement, in particular the provisions of Section 7.

2.2.4. You shall inform RXPortfolios of any claim or potential claim against your Portfolio, including but not limited to the initiation of a dispute, within five days of notification of same. You shall provide RXPortfolios of notice of any negotiations with third parties with respect to the ownership and/or intellectual property rights to your Portfolio within five days of the commencement of such negotiations. Should you lose your right to use a Portfolio which is used in connection with the RXPortfolios Services, whether through expiration of the Portfolio, judicial decree, or otherwise, you agree to inform RXPortfolios immediately of the party to whom the Portfolio is to be transferred and you authorize RXPortfolios to take any and all action necessary to effect such transfer.

2.2.5. RXPortfolios will accept the termination of Your Portfolio authorized by you or an agent on your behalf, provided however, that you will be required to pay for any termination fees upon your request. By requesting the termination of your Portfolio you authorize RXPortfolios to debit your credit card or invoice you directly for the termination fee and any related fees or charges.

2.2.6. RXPortfolios may suspend performance under or terminate this Agreement, cease transmission of data associated with your Portfolio immediately and without notice, and take any other actions it deems necessary, in its sole discretion, to comply with USA and RI laws if it is informed or otherwise believes, in its sole discretion, that your Portfolio violates the intellectual property rights or copyrights of any third party or is otherwise the subject of a dispute. As more completely set forth in Sections 5, 6, and 9, you waive any and all clams you may have, now and forever, against RXPortfolios relating to the registration, use, and subsequent transfers of your Portfolio and agree to indemnify and hold harmless RXPortfolios from and against any such claims.

2.3. Software

2.3.1. RXPortfolios may, in its sole discretion, provide you with software (or scripts) in combination with Your Services. Upon payment of all fees due and owing to RXPortfolios under this Agreement, RXPortfolios hereby grants, and you hereby accept, a nontransferable, and non-exclusive license to use the software and all related documentation during the term of this Agreement. Any rights not expressly granted herein shall be reserved for RXPortfolios.

2.3.2. Although some software provided by RXPortfolios is generally provided free of charge, RXPortfolios reserves the right to charge for the software or any upgrades therefore at any time.

2.3.3. You recognize that the software provided by RXPortfolios and all related information, including but not limited to any and all updates, improvements, modifications, enhancements, and information in some cases may be proprietary, and that all rights thereto, including copyright, are owned by RXPortfolios. You further acknowledge that you have been advised that the software, including updates, improvements, modifications, enhancements, and information related to the software, in some cases may constitute a trade secret of RXPortfolios, is protected by civil and criminal law, and by the law of copyright, is valuable and confidential to RXPortfolios, and that its use and disclosure must be carefully and continuously controlled.

2.3.4. RXPortfolios shall at all times retain title to all the software and all related information, including all updates, improvements, modifications and enhancements, furnished to you hereunder.

2.3.5. Unless provided otherwise in the specifications for Your Services, the software provided by RXPortfolios supplied hereunder is for your business use. You shall not permit any third party to use the software or allow access to the software from sites outside of your business premises except as specifically authorized in writing by RXPortfolios. The RXPortfolios Software is to be used only for the purposes specified in this Agreement and specifically as restricted in the following three subparagraphs of this Section 2.

2.3.6. While this Agreement is in effect, or while you have custody or possession of any of the software, you will not: (i) copy or duplicate, or permit anyone else to copy or duplicate, any of the software, whether such software is in written, magnetic or any other form, except pursuant to reasonable backup procedures, or for use in Portfolio or applications pursuant to this Agreement, nor; (ii) provide or make the software available to any person or entity other than your employees or agents who have a need to know consistent with your use thereof under this Agreement, nor; (iii) create or attempt to create, or permit others to create or attempt to create, by disassembling, reverse engineering or otherwise, the source programs or any part thereof from the object program or from other information (whether oral, written, tangible or intangible) made available to you under this Agreement, nor; (iv) copy for your own use or the use of others operator manuals, system reference guides, training materials and other user-oriented materials without the prior written consent of RXPortfolios. In order to protect RXPortfolio’s trade secrets and copyrights in the software, you agree to reproduce and incorporate RXPortfolio’s trade secrets or copyright notice in any copies, modifications or partial copies.

2.3.7. You agree to notify RXPortfolios forthwith if you obtain information as to any unauthorized possession, use or disclosure of any software provided by RXPortfolios by any person or entity, and further agree to cooperate with RXPortfolios at RXPortfolio’s expense, in protecting RXPortfolio’s proprietary rights.

2.3.8. Unless agreed otherwise in writing by RXPortfolios, the software may be used only in relation to the Web Site for which it was assigned to, and for the hosting account for which it was installed for.

2.3.9. In the event of termination of this Agreement, or upon any act which shall give rise to RXPortfolio’s right to terminate, any and all licenses granted under this Section 2.3 shall terminate automatically, and you will remove, erase or destroy any software and documentation provided by RXPortfolios and all copies thereof, wherever located, without demand or notice.

3. FEES

3.1. Certain RXPortfolios Services are subject to set-up, service, and Portfolio service fees, pursuant to the Fee Schedule, and by registering for such RXPortfolios Services you authorize RXPortfolios to debit your credit card or invoice you directly for any and all such fees.

3.2. RXPortfolios agrees to host your Portfolio in exchange for your payment to RXPortfolios of a monthly Fee for service in any given month, not later than the first of that month. In the event that RXPortfolios determines that the services of a collection agency are necessary or appropriate to collect amounts due under this paragraph, which determination shall be made in RXPortfolio’s sole and unfettered discretion, any and all collection agency fees and other costs of collection shall be added to the amount due under this provision.

3.3. All Fees must be paid by major credit card in United States Dollars in advance of the provision of services and are considered earned. RXPortfolios will charge the monthly fee and any additional fees to the credit card account provided by you upon registration unless specifically provided otherwise. You also agree that RXPortfolios may automatically charge your credit card for any subsequent renewal term, additional services, and any related Fees or expenses applicable to Your Services or Portfolio, including but not limited to fees for excessive bandwidth use or other surcharges for services in excess of those included within Your Services or Portfolio, without further authorization from you. If payment in full is not received by RXPortfolios from your credit card issuer or its agents, you agree to pay all amounts due from you for our services to you upon demand by RXPortfolios.

3.4. In the event RXPortfolios must invoice you for the collection of our fees for services provided to you, you will accept and pay an administrative processing fee of $35 applied to each occurrence.

3.5. RXPortfolios may offer subsequent promotional rates or special offers, the terms of which may or may not be more favorable than the terms and conditions for Your Services. Any such promotions or modifications shall not effect your obligations under this Agreement. Promotional fees may be subject to additional terms and conditions which, to the extent they conflict with the terms of this Agreement , shall govern. Promotional fees and special offers may not be combined

3.6. You shall pay all costs of collection, including reasonable attorney's fees and costs, in the event any invoice requires collection efforts. All accounts referred to a collection agency shall be subject to an additional fee of $100, which must be paid in full before the account is reactivated.

3.7. Upon cancellation of this Agreement you are not refundable unless provided otherwise by applicable local law. RXPortfolios may, in its sole discretion, refund other amounts as it deems necessary or advisable.

4. NO EXPRESS OR IMPLIED AGREEMENT TO DISSEMINATE MATERIALS WHICH ARE INCONSISTENT WITH YOUR WARRANTIES.

Receipt by RXPortfolios of data for storage in Electronic Portfolio and/or transmission via RXPortfolio’s Equipment which are inconsistent with your warranties set forth in Section 7 herein shall not constitute an agreement by RXPortfolios to allow the RXPortfolios Services or the RXPortfolios Equipment to be used to disseminate such information or data in whole or in part, by any means, or if once disseminated via the use of RXPortfolio’s Services or Equipment, to continue to disseminate such data.

5. NO WARRANTIES BY RXPORTFOLIOS.

THE RXPORTFOLIOS SERVICE AND RXPORTFOLIOS SOFTWARE ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. YOU EXPRESSLY AGREE THAT THE USE OF THE SERVICE IS AT YOUR SOLE RISK. RXPORTFOLIOS DOES NOT WARRANT THAT THE RXPORTFOLIOS SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, NOR DOES RXPORTFOLIOS MAKE ANY WARRANTY AS TO ANY RESULTS THAT MAY BE OBTAINED BY USE OF THE RXPORTFOLIOS SERVICES. RXPORTFOLIOS DOES NOT WARRANT THAT ANY OF THE DATA RELATED TO YOUR PORTFOLIO WILL NOT BE LOST OR UNRECOVEREABLE FROM BACKUP COPIES MAINTAINED BY RXPORTFOLIOS AT ANY TIME AND WITHOUT NOTICE TO YOU. NO WARRANTY IS MADE BY RXPORTFOLIOS REGARDING ANY INFORMATION, SERVICES OR PRODUCTS PROVIDED THROUGH OR IN CONNECTION WITH THIS AGREEMENT, AND RXPORTFOLIOS HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING WITHOUT LIMITATION: (1) ANY WARRANTIES AS TO THE AVAILABILITY, QUALITY, QUANTITY, OR CONTENT OF SERVICES OR GOODS PROVIDED TO YOU HEREUNDER, INCLUDING BUT NOT LIMITED TO YOUR SERVICES AND PORTFOLIO; AND (2) ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. RXPORTFOLIOS DOES NOT GUARANTEE THAT ANY CONTENT, INFORMATION, SOFTWARE OR OTHER MATERIAL ACCESSIBLE THROUGH THE RXPORTFOLIOS SERVICES WILL BE FREE OF VIRUSES, "WORMS", "TROJAN HORSES", OR OTHER HARMFUL COMPONENTS. YOU AGREE AND ACKNOWLEDGE THAT NO REPRESENTATIONS OF ANY KIND HAVE BEEN MADE TO YOU REGARDING THE POTENTIAL VOLUME OF PATRONAGE OF PORTFOLIO OR ANY OTHER PERSON'S OR ENTITY'S PORTFOLIO.

6. RXPORTFOLIO’S LIMITED LIABILITY.

YOUR SOLE AND EXCLUSIVE REMEDY HEREUNDER SHALL BE FOR YOU TO DISCONTINUE YOUR USE OF THE SERVICE AND TERMINATE THIS AGREEMENT. IN NO CASE SHALL RXPORTFOLIOS, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS OR CONTRACTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF OR OTHERWISE RELATING TO THE RXPORTFOLIOS SERVICES. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. IN SUCH STATES OR JURISDICTIONS, RXPORTFOLIO’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. EXCEPT AS EXPRESSLY SET FORTH IN ANY SEPARATE SOFTWARE LICENSE OR IN THIS AGREEMENT, RXPORTFOLIOS DOES NOT ENDORSE, WARRANT OR GUARANTEE ANY THIRD-PARTY PRODUCT OR SERVICE OFFERED OR OTHERWISE ACCESSED USING THE RXPORTFOLIOS SERVICES, AND RXPORTFOLIOS WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD PARTIES. YOU HEREBY RELEASE RXPORTFOLIOS FROM ANY AND ALL OBLIGATIONS, LIABILITY AND CLAIMS IN EXCESS OF THESE LIABILITY LIMITATIONS. THE TOTAL LIABILITY OF RXPORTFOLIOS FOR BREACH OF WARRANTY ARISING OUT OF CONTRACT, NEGLIGENCE OR STRICT LIABILITY IN TORT, OR ANY OTHER CLAIM RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL SERVICE FEES PAID BY YOU TO RXPORTFOLIOS IN THE SIX MONTHS PRECEDING SUCH ALLEGED BREACH, BUT IN NO EVENT TO EXCEED $500.

7. YOUR ADDITIONAL OBLIGATIONS AND WARRANTIES.

7.1. You agree and warrant that the contact information you have provided to RXPortfolios is complete and accurate, and you further agree to notify RXPortfolios within fifteen days of a change to any such contact information. Contact information includes your name, e-mail address, and mailing address and the name, mailing address, telephone number, facsimile number, and e-mail address of the technical and administrative contacts for your Portfolio, if any.

7.3. You agree and warrant that your use of the RXPortfolios Services and RXPortfolio’s Equipment, and all sales and distributions, by any and all means, of any type(s) of Content including, but not limited to, executable files (such as .EXE), digitized audio/visual files (such as MP3), or archived copies of copyrighted works (such as .ZIP); goods, including, but not limited to, videotapes and CD-ROM products, and any type of services by you, which are advertised and/or promoted by, or are in any other way directly or indirectly associated with your use of the RXPortfolios Services or RXPortfolios Equipment, shall at all times comply with all applicable laws, including, but not limited to, all federal, state and local laws throughout the United States of America.

7.4. You agree and warrant that you will neither store on nor allow to be transmitted by RXPortfolio’s Equipment any data or other matter which constitutes any form of pornography or which involves depictions of nudity or sexuality.

7.5. You agree and warrant that all data, visual materials, advertising and other matter you store on or allow to be transmitted by RXPortfolio’s Equipment shall be solely for business, entertainment and/or educational purposes and that you shall assume the sole responsibility and duty to ensure that all such data, visual materials, advertising and other matter shall be transmitted exclusively to willing adults and only to places in which such materials comply with contemporary community standards.

7.6. You agree and warrant that all data, visual materials, advertising and other matter you store on or allow to be transmitted by RXPortfolio’s Equipment shall not violate any state or federal laws concerning obscenity and shall not contain any depictions of urination or other excretory functions, bestiality, "fisting", incest, rape, sexual assault, actual physical violence, torture or disfigurement.

7.7. You agree that you shall install and maintain appropriate and effective screening devices and/or procedures on Portfolio to avoid access to, or communication of, any harmful matter or indecent communications to minors.

7.8. You agree that if, in RXPortfolio’s sole and exclusive judgment, RXPortfolios concludes that Portfolio displays or contains any harmful matter or indecent materials or communications which are available to, or accessible by, minors, or displays or contains any material that consists of child pornography or which could otherwise result in harm to minors; then RXPortfolios may, without prior notice to you and in RXPortfolio’s sole and exclusive discretion, either remove and erase the material from Portfolio, and/or disable public access to the material on Portfolio, and/or cease hosting Portfolio, without any liability of any kind to RXPortfolios from either you or any third party.

7.9. You agree that in the event that RXPortfolios is informed by any party that your Portfolio or any material on Portfolio infringes the copyright of any party, or violates the right of publicity or privacy of any party, or consists of any other claim or violation of intellectual property rights of any kind, then RXPortfolios may, without prior notice to you and in RXPortfolio’s sole and exclusive discretion, either remove the material from Portfolio, and/or disable public access to your Portfolio or the material on Portfolio, and/or terminate this Agreement, without any liability of any kind to RXPortfolios from either you or any third party. As more completely set forth in Sections 5, 6 and 9, you waive any and all clams you may have, now and forever, against RXPortfolios relating to any action taken in response to the claim that you have infringed the intellectual property rights of a third party, and agree to indemnify and hold harmless RXPortfolios from and against any such claims.

7.10. You affirmatively represent, agree and warrant that you have and at all times shall have all necessary intellectual property rights, including, but not limited to, all copyrights, trademark and service mark rights and rights of publicity, both in the United States and throughout the world, to reproduce and disseminate, via the Internet, all data which you store in Electronic Portfolio or which you otherwise promote, advertise, disseminate and/or distribute to anyone by your direct or indirect use of the RXPortfolios Services or RXPortfolio’s Equipment, including, without limitation, all advertising and promotional materials, prior to and at all times during the time such materials are promoted, advertised, disseminated or distributed through any direct or indirect use of the RXPortfolios Services or RXPortfolio’s Equipment.

7.11. You agree and warrant that no data or other matter you store on or allow to be transmitted by RXPortfolio’s Equipment shall constitute or contain material which is libelous, slanderous, defamatory, or which will violate or infringe upon or will otherwise give rise to any adverse claim with respect to any common law or other right of any person or other entity, including, without limitation, privacy rights and all other personal and proprietary rights. You agree not to collect the personally identifiable data of any person without that person's consent, records of which shall be maintained throughout the term of this Agreement and for three years afterward. If you collect this data through Portfolio you shall do so only pursuant to a posted privacy policy disclosing any and all uses of such identifiable data and in compliance with applicable law.

7.12. You agree and warrant that no data or other matter you store on or allow to be transmitted by RXPortfolio’s Equipment shall contain any material which is harmful, violent, threatening, abusive or hateful.

7.13. You agree and warrant that any and all material(s) of every kind which you store in Electronic Portfolio or transmit using RXPortfolio’s Services or Equipment shall at all times be free from any and all damaging software defects, including, but not limited to, software "viruses", "worms", "Trojan Horses," and other source code anomalies, which may cause software or hardware disruption or failure, reduced computer operating speed, or compromise any security system. You agree that you will not attempt to access the RXPortfolios Equipment or web site or another customer's web site without authorization.

7.14. You agree and warrant that you shall not use any form of mass unsolicited electronic mail solicitations, news group postings, IRC posting or any other form of "spamming" or "mail bombing," and RXPortfolios reserves the right to block mail from any source which RXPortfolios believes, in its sole discretion, is being used to send such unsolicited e-mail, including but not limited to open mail relays.

7.15. You agree and warrant that you shall not engage in any false, deceptive or fraudulent activities in association with your use of the RXPortfolios Services or RXPortfolio’s Equipment.

7.16. You shall at all times use Electronic Portfolio exclusively as a conventional web site. All use of Electronic Portfolio and RXPortfolio’s Services and Equipment shall at all times be in a manner consistent with this Agreement and shall not in any way impair the functioning or operation of RXPortfolio’s Equipment or network. Should your use of the RXPortfolios Services result in an overly high load on the RXPortfolios Equipment, in RXPortfolio’s sole discretion, RXPortfolios may suspend your account until the cause of any such overload is determined and resolved.

7.17. You agree and warrant that all applicable taxes have been paid or will be paid in full by you when due regarding all businesses and employees associated with your use of the RXPortfolios Services and that no taxing authorities shall have any claim against RXPortfolios or any persons affiliated therewith for the payment of such taxes.

7.18. You represent and warrant that you are over eighteen years of age (twenty one in places where eighteen years is not the age of majority) and are fully competent to enter into this Agreement.

7.19. You agree that you shall maintain appropriate and effective backup procedures of all data contained in your Portfolio independent and at a separate location from the services and storage location provided by RXPortfolios in the event of data corruption, loss of data, or the termination of your account with RXPortfolios.

8. CONFIDENTIALITY

During the course of this Agreement you may gain access to certain confidential, proprietary and trade secret business or technical information belonging to RXPortfolios in connection with RXPortfolio’s performance of the RXPortfolios Services ("Confidential Information"). You agree to preserve the confidentiality of all Confidential Information that is provided in connection with the Agreement, and shall not, without the prior written consent of RXPortfolios, disclose or make available to any person, or use for your own or any other person's benefit, other than as necessary in performance of your obligations under this Agreement, any Confidential Information of RXPortfolios. RXPortfolios retains all right and title to such Confidential Information.

9. YOUR INDEMNIFICATION OF RXPORTFOLIOS.

You agree that you shall fully defend and indemnify RXPortfolios, including its officers, directors, owners, managing agents, attorneys, shareholders, related entities, heirs, and assigns, from any and all claims, demands, actions, suits, losses, liabilities, damages, injuries, fines penalties, costs and expenses, attorneys' fees, arbitration fees, mediation fees, expert expenses, and all other consequences of every kind, directly or indirectly resulting from any and all failure(s) of you or your agent(s) to fully comply with all duties, obligations and other provisions set forth in this Agreement, including, but not limited to, your warranties set forth in Section 7 or your violation of a third party's intellectual property rights. You further agree to defend, indemnify and hold harmless RXPortfolios, including its officers, directors, owners, managing agents, attorneys, shareholders, related entities, heirs, and assigns, from and against any and all claims, demands, actions, suits, loses, liabilities, damages, injuries, fines, penalties, costs and expenses, including, without limitation, reasonable attorneys' fees, arising out of any property damage or recoverable economic loss incurred by a third party, to the extent such damage or loss is caused by any act or omission of you or your agents in connection with the performance of this Agreement. You agree that RXPortfolios shall have the right to participate in the defense of any such claim through counsel of its own choosing at your expense.

10. NO JOINT VENTURE OR PARTNERSHIP

Nothing in this Agreement is intended by the Parties to create or constitute an agency, joint or collaborative venture, or partnership of any kind between RXPortfolios and you, nor shall anything in this Agreement be construed as constituting or creating any such agency, joint or collaborative venture, or partnership between RXPortfolios and you. RXPortfolios shall have no control or ownership interests of any kind in your business. RXPortfolios shall have no direct financial or other interest in, nor in any way "own" any online "store" or other online venture pertaining to your use of the RXPortfolios Services or RXPortfolio’s Equipment. RXPortfolio’s relationship to you shall be restricted to matters pertaining to the provision of the RXPortfolios Services as set forth in this agreement.

11. RXPORTFOLIOS HAS MADE NO REPRESENTATIONS REGARDING SUCCESS, MARKETS OR PROFITABILITY

11.1. You confirm that you have unilaterally decided to publish your Portfolio with RXPortfolios. You further confirm, understand, acknowledge and expressly agree that neither RXPortfolios, any agent or representative of RXPortfolios, nor any other person is currently representing or otherwise directly or indirectly communicating in any manner herein or otherwise, nor has at any time in the past, represented to you or has otherwise directly or indirectly communicated in any manner to you any guarantee, reassurance or any other communication of any kind regarding:

11.1.1. the potential profitability or likelihood of success of your endeavors through the use of the RXPortfolios Services or RXPortfolio’s Equipment as set forth herein or otherwise;

11.1.2. the possibility or likelihood that use of any products and/or services provided by RXPortfolios pursuant to this Agreement can or will result in the recoup of any funds expended by you for any purpose; or

11.1.3. the existence, nonexistence, size or any other characteristics of any market for any products or services which involve your use, in any manner, of the RXPortfolios Services or RXPortfolio’s Equipment pursuant to this Agreement.

11.2. You expressly acknowledge and agree that the success of any business endeavors which involve your use, in any manner, of the RXPortfolios Services and/or RXPortfolio’s Equipment pursuant to this Agreement, like any other business endeavor, is subject to numerous factors, such as the effectiveness of its advertising and promotion, your administrative capabilities, etc., and that the ultimate success or failure of your business rests with you and not RXPortfolios. You further expressly agree not to raise any claim of any kind against RXPortfolios and to hold RXPortfolios harmless from any claim of financial investment loss to you directly or indirectly resulting from your decision to use the RXPortfolios Services and/or RXPortfolio’s Equipment pursuant to this Agreement.

12. SERVICES RENDERED ON A NON-EXCLUSIVE BASIS.

Any and all services which are or may be provided to you by RXPortfolios pursuant to this Agreement, including the licensure of rights herein, are not exclusive and nothing in this Agreement shall limit or restrict RXPortfolios from providing similar services and granting similar licenses to third parties regardless of whether such third parties are competitors of you. Nothing in this Agreement shall limit or restrict RXPortfolios from engaging in any activities similar to yours or in competition with you.

13. NO EDITORIAL CONTROL BY RXPORTFOLIOS.

RXPortfolios and you agree that, consistent with the strict policy of RXPortfolios, and in reliance on your express warranties regarding the substantive content of data, advertisements, communications, messages and other materials which you shall store in Electronic Portfolio, and/or otherwise disseminate via the use of RXPortfolio’s Services or Equipment, RXPortfolios shall neither have nor exert any editorial or other subjective control over the substantive content of such data, advertisements, communications, message or other materials. RXPortfolios shall not engage in any monitoring of the substantive content comprising Portfolio or Electronic Portfolio. RXPortfolios exercises no control over information, which is found on the Internet, except for its own web site, and cannot be held responsible for the accuracy, correctness, or legality of such information. You are solely responsible for the content of Portfolio and for verifying the accuracy and suitability of information and services you obtain from third parties via the Internet.

14. TERM AND TERMINATION.

14.1. Unless sooner terminated pursuant to other terms of this Agreement, and except as otherwise provided in this Agreement, this Agreement shall be for an initial term of one month and shall be automatically renewed each month for additional one month periods unless and until sooner terminated pursuant to the provisions of this Section 14. RXPortfolios may accept prepayment for services to be provided under this Agreement, but such acceptance shall not modify or extend the term of this Agreement.

14.2. Notwithstanding the provisions of Paragraph 14.1 to the contrary, RXPortfolios offers certain Portfolio Packages for which the initial term of this Agreement shall be either semi-annual, or annual, at the end of which this Agreement shall renew automatically for an identical term of service unless otherwise no longer offered as a packaged service by RXPortfolios. Any and all service fees for the semi-annual or annual Portfolio Packages are due and payable for the entire initial term thereof, and should you terminate, attempt to terminate, or otherwise default on this Agreement prior to the end of the initial term you authorize RXPortfolios to charge your credit card for all such fees and charges for the remainder of such initial term. For the purposes of this Section, any modification of the Portfolio Package shall be deemed a termination and shall entitle RXPortfolios to the fees owing on semi-annual or annual Portfolio Package. Fees paid for semi-annul or annual Portfolio Packages are considered earned and not refundable unless this Agreement is terminated by RXPortfolios without cause pursuant to Section 14.3 or as otherwise agreed to in writing by RXPortfolios in its sole discretion.

14.3. RXPortfolios may terminate this Agreement at any time for any reason, with or without cause, upon thirty days' written notice. RXPortfolios may suspend performance under or terminate this Agreement and cease transmission of data associated with Portfolio immediately and without notice:

14.3.1. if RXPortfolios, in its sole discretion, deems that you have breached any part of this Agreement, including, without limitation, any warranty or obligation set forth in Section 7,

14.3.2. if your credit card issuer refuses payment of fees or charges or you refuse authorization for same, or

14.3.3. if payment for the RXPortfolios Services is more than fifteen days overdue.

14.4. You further agree that in the event that RXPortfolios believes, in its sole discretion, that you have breached any provision(s) of Section 7 of this Agreement, or any of its subparts, by linking to or allowing material such as that described in the aforementioned Section 7, or any of its subparagraphs, to be transmitted by RXPortfolio’s Equipment, that RXPortfolios may without any liability to you, and in addition to any other remedies, erase or purge such Portfolio from RXPortfolio’s Equipment without prior notice to you.

14.5. After termination, you will no longer have access to your account and all information or content, including but not limited to Portfolio, databases, or other data files associated with your account may be deleted. RXPortfolios accepts no liability for such deleted information or content. RXPortfolios may, in its sole discretion, make such information or content available to you to the extent it has not been deleted.

15. PRIVACY.

15.1. It is RXPortfolio’s policy to respect your privacy. RXPortfolios will not monitor, edit, or disclose any Portfolio about you or your account, including its contents, without your prior consent unless RXPortfolios deems it necessary, in its sole discretion, to:

15.1.1. comply with legal process or other legal requirements, including but not limited to responding to subpoenas or other requests for information from law enforcement officials;

15.1.2. protect and defend the rights or property of RXPortfolios or its officers, agents, affiliates, and licensees;

15.1.3. enforce this Agreement; or

15.1.4. protect the interests of other RXPortfolios customers.

15.2. RXPORTFOLIOS RESERVES THE RIGHT (SUBJECT TO APPLICABLE LOCAL LAW), IN ITS SOLE DISCRETION, TO MONITOR YOUR ACCOUNT, INCLUDING BUT NOT LIMITED TO THE USE OF A USER'S MAIN ACCOUNT AND ANY SUB-ACCOUNTS, FOR THE PURPOSE OF INVESTIGATING VIOLATIONS OF THIS AGREEMENT OR TO ASSIST WITH CRIMINAL OR CIVIL INVESTIGATIONS.

15.3. Your IP address is transmitted and recorded with each message you send using the RXPortfolios Services. RXPortfolios does provide certain information in aggregate form collected from and relating to you to third persons such as advertisers. For a more detailed description of the types and uses of Portfolio collected from you, please read the RXPortfolios Privacy Policy.

16. SEVERABILITY.

In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceable shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision(s) had never been included. The invalidity or unenforceable of any provision(s) of this Agreement shall not affect the validity or enforceability of any other provision.

17. NON-ENFORCEMENT DOES NOT CONSTITUTE WAIVER.

Failure of RXPortfolios at any time to enforce any of the specific provisions of this Agreement shall not preclude any other or further enforcement of such provision(s) or the exercise of any other right hereunder. No waiver of a breach of this Agreement shall be valid unless made in writing and signed by duly authorized representative of RXPortfolios.

18. NOTICES.

18.1. RXPortfolios may provide notice to you via e-mail sent to the e-mail address provided by you upon registration or as subsequently provided by you to RXPortfolios. Such notice is deemed effective whether you receive it or not.

18.2. You may provide notice to RXPortfolios in one of the following ways:

18.2.1. by personal delivery;

18.2.2. by addressing the notice as indicated below and depositing the same by registered or certified mail, postage prepaid, in the United States mail,
RXPortfolios c/o: Legal Department 1300 Division Road, Suite 205 West Warwick, Rhode Island 02893

18.2.3. by Federal Express;

18.2.4. by facsimile transmission; or

18.2.5. by e-mail and registered or certified mail.

18.3. Such notice, statement or other document so delivered to RXPortfolios, except as this Agreement expressly provides otherwise, shall be conclusively deemed to have been given when first personally delivered, on the date of delivery or on the first date of receipt. Notice by e-mail to RXPortfolios shall be deemed ineffective, null and void unless a copy of such notice is also sent by registered or certified mail, and postmarked not more than five days subsequent to the giving of e-mail notice. Any such e-mail notice to RXPortfolios shall be deemed effective as of the date on which RXPortfolios receives the certified or registered mail notice

19. FORCE MAJEURE.

19.1. In the event of "force majeure" (as defined below), RXPortfolios may terminate this Agreement without liability to you. For purposes of the Agreement, "force majeure" shall mean circumstances or occurrences beyond RXPortfolio’s reasonable control, whether or not foreseeable at the time of entering into the Agreement, in consequence of which RXPortfolios cannot reasonably be required to perform its obligations hereunder or otherwise perform its obligations under the Agreement. Such circumstances or occurrences include, but are not limited to: acts of God, war, civil war, insurrection, fires, floods, labor disputes, epidemics, governmental regulations and/or similar acts, embargoes, total loss of data, termination or temporary unavailability of any computer hardware or software, server, or network on which the RXPortfolios Services are located or maintained or through which the RXPortfolios Services are provided, and non-availability of any permits, licenses and/or authorizations required by governmental authority.

19.2. RXPortfolios reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the RXPortfolios Services (or any part thereof) with or without notice, including the right to cease all business operations in the United States and Canada. You agree that RXPortfolios shall not be liable to you or to any third party for any modification, suspension or discontinuance of the RXPortfolios Services.

20. NO ASSIGNMENT BY YOU; ASSIGNMENT BY RXPORTFOLIOS

This Agreement and the rights pertaining hereto may not be assigned, resold, or otherwise transferred in whole or in part by you without RXPortfolio’s prior written consent. In particular, you may not sell accounts or sub accounts to third parties. Notwithstanding the above, this Agreement shall be binding upon your successors and assigns, if any. RXPortfolios may assign or license any or all of its rights and/or obligations hereunder in its free, sole, and unfettered discretion.

21. ARBITRATION AND WAIVER OF JURY TRIAL.

21.1. Any and all disputes as to the interpretation of or any performance under this Agreement which are not first resolved informally, shall be determined by binding arbitration in Rhode Island in accordance with the rules of the American Arbitration Association. The final award in any such arbitration proceeding shall be subject to entry as a judgment by any court of competent jurisdiction, provided that such judgment does not conflict with the terms and provisions hereof. The jurisdiction of the arbiter (or arbiters) with respect to legal matters shall be limited only by the statutory and common law of the State of Rhode Island and the federal law of the United States of America.

21.2. Nothing in this paragraph shall preclude RXPortfolios from seeking and obtaining any injunctive relief or attachment and expedited discovery.

21.3. In addition to the foregoing, you hereby agree that as a part of the consideration for this Agreement, you waive the right to a trial by jury for any dispute arising between you and RXPortfolios that is in any way related to the subject matter of this Agreement, and that such waiver shall be enforceable up to and including the day that trial is to start, and even if the arbitration provisions of this paragraph are waived. Should any legal fees, costs, or other expenses be incurred by any party with regard to enforcement of this arbitration and jury waiver provision, RXPortfolios shall be entitled to recover such legal fees, costs, or other expenses without regard to whether RXPortfolios prevails in the underlying case.

22. CHOICE OF LAW; VENUE.

This Agreement shall be construed in accordance with the laws of the State of Rhode Island governing contracts executed and performed therein and the laws of the United States of America, and shall be binding upon and inure to the benefit of the Parties' respective heirs, personal representatives, executors, administrators, successors and assigns. The Parties agree that the State of Rhode Island shall be the proper place of jurisdiction for the determination of any disputes arising from this Agreement, and the Parties irrevocably consent to jurisdiction of the local, state and federal courts located in the state of Rhode Island. Should any legal fees, costs, or other expenses be incurred by RXPortfolios in attempting to enforce this choice of venue, RXPortfolios shall be entitled to recover such legal fees, costs, or other expenses without regard to whether RXPortfolios prevails in the underlying case.

23. ENTIRE AGREEMENT.

This Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof, and supersedes and cancels all other prior agreements, discussion, or representations, whether written or oral. No officer, employee or representative of RXPortfolios or you has any authority to make any representation or promise in connection with this Agreement or the subject matter thereof which is not contained expressly in this Agreement, and RXPortfolios and you hereby acknowledge and agree that neither RXPortfolios nor you have executed this Agreement in reliance upon any such representation or promise.

24. MODIFICATION.

24.1. This Agreement may be materially altered by RXPortfolios by posting the new version of the Agreement at www.RXPortfolios.net and if posted in this manner, shall be effective immediately upon posting such notice. In the event that RXPortfolios does materially change the terms of this Agreement, you accept and shall be bound by such changed terms unless you opt to terminate the Agreement within thirty days of receipt of notice of such change.

24.2. You may not modify this Agreement, in whole or in part, and any such modification or attempt to modify shall not be enforceable unless reduced to writing and signed by a duly authorized representative of RXPortfolios. No additional or conflicting term in any other document used by you will have any legal effect.

25. STATUTE OF LIMITATIONS.
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or this Agreement must be filed within one year after such claim or cause of action arose or be forever barred.