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Terms of Service

1. “TERMS OF SERVICE” AGREEMENT

These Terms of Service (the “Agreement”) constitute a legally binding agreement by and between Braxton, (hereinafter, “Braxton”) and you (“You” or “Your”) concerning Your use of Braxton’s website (“Website”) and the services available through the Website (“Services”). By using the Website and Services, You represent and warrant that You have read, understand, and agree to be bound by, this Agreement and Braxton’s Privacy Policy (“Privacy Policy”), which is incorporated herein by reference and made part of this Agreement. IF YOU DO NOT UNDERSTAND THIS AGREEMENT, OR DO NOT AGREE TO BE BOUND BY IT OR THE PRIVACY POLICY, YOU MUST IMMEDIATELY LEAVE THE WEBSITE AND CEASE USING ITS SERVICES.
As used in this agreement:
“Advisor” shall mean a professional advisor profiled in the Braxton´sWebsites (“Braxton sites”).
“Customer” shall mean a Customer or potential Customer that uses Braxton sites services to find, screen, and evaluate lawyers, tax consultants, accountants, financial planners, financial advisors, consultants and other professional advisers.

2. PRIVACY POLICY

By using the Website, You consent to the collection and use of certain information about You, as specified in the Privacy Policy. Braxton encourages users of the Website to frequently check Braxton’s Privacy Policy for changes.
3. CHANGES TO AGREEMENT AND PRIVACY POLICY

Internet technology and applicable laws, rules, and regulations change frequently. ACCORDINGLY, BRAXTON RESERVES THE RIGHT TO CHANGE THIS AGREEMENT AND ITS PRIVACY POLICY AT ANY TIME UPON NOTICE TO YOU, TO BE GIVEN BY THE POSTING OF A NEW VERSION OR A CHANGE NOTICE ON THIS WEBSITE. IT IS YOUR RESPONSIBILITY TO REVIEW THIS AGREEMENT AND THE PRIVACY POLICY PERIODICALLY. IF AT ANY TIME, YOU FIND EITHER UNACCEPTABLE, YOU MUST IMMEDIATELY LEAVE THE WEBSITE AND CEASE USING ITS SERVICES. Unless Braxton obtains Your express consent, any revised Privacy Policy will apply only to information collected by Braxton after such time as the revised Privacy Policy takes effect, and not to information collected under any earlier version of the Privacy Policy.
4. ELIGIBILITY

BY USING THE WEBSITE OR SERVICES, YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST 18 YEARS OLD AND ARE OTHERWISE LEGALLY QUALIFIED TO ENTER INTO AND FORM CONTRACTS UNDER APPLICABLE LAW. This Agreement is void where prohibited.
5.LICENSE; NON-COMMERCIAL USE

Subject to Your compliance with the terms and conditions of this Agreement, Braxton grants You a non-exclusive, non-sublicensable, revocable as stated in this Agreement, non-transferable license to access and make personal use of the Website in connection with Your use of the Services, and not to save, copy or download (other than page caching) or modify the Website, or any portion of it, except with the express written consent of Braxton. This license does not include any resale or commercial use of the Website or its content; any collection and use of any Braxton sites listings or Advisor profiles; any derivative use of the Website or its contents; or any use of data mining, robots, or similar data gathering and extraction tools. The Website, or any portion of the Website, may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without the express written consent of Braxton.
All rights not expressly granted hereunder are reserved by Braxton. This Agreement grants You no rights in or to the intellectual property of Braxton or any other party. Braxton retains ownership of the Website and Services and all right, title, and interest therein, including without limitation all intellectual property rights therein, and You acknowledge and agree that You are acquiring only a limited right to use the Website and Services as licensed hereunder. In the event that You breach any provision of this Agreement, Your rights under this section will immediately terminate.
6. USER INFORMATION; PASSWORD PROTECTION

In connection with Your use of the Website and Services, You may be required to complete a registration form. You represent and warrant that all user information You provide on the registration form or otherwise in connection with Your use of the Website and Services will be current, complete and accurate, and that You will update that information as necessary to maintain its completeness and accuracy.
You may also be asked to provide a user name and password in connection with Your use of the Website and Services. You are entirely responsible for maintaining the confidentiality of Your password. You may not use the account, user name, or password of any other Website user at any time. You agree to notify Braxton immediately of any unauthorized use of Your account, user name, or password. Braxton will not be liable for any loss that You incur as a result of someone else using Your password, either with or without Your knowledge. You may be held liable for any losses incurred by Braxton, its affiliates, officers, directors, employees, consultants, agents, and representatives due to someone else’s use of Your account or password.
7. THE WEBSITE DOES NOT PROVIDE LEGAL, TAX, ACCOUNTANT OR FINANCIAL SERVICES OR ADVICE; NOT AN CUSTOMER-ADVISOR RELATIONSHIP

Braxton provides the Website for informational purposes only. THE WEBSITE DOES NOT CONTAIN OR CONSTITUTE, AND SHOULD NOT BE INTERPRETED AS, FINANCIAL, LEGAL, TAX OR INSURANCE ADVICE OR OPINION. Braxton is not a financial, legal, tax or insurance firm, and Braxton does not provide financial, legal, tax or insurance services or render financial, legal, tax or insurance advice. The Website and Services are not a substitute for the advice of qualified financial, legal, tax or insurance professionals, and the information made available on or through the Website and Services should not be relied upon when making financial, legal, tax or insurance decisions. If you require financial, legal, tax or insurance advice or services, You should consult a qualified financial, legal, tax or insurance professional. YOUR USE OF THE WEBSITE DOES NOT CREATE AN CUSTOMER-ADVISOR RELATIONSHIP BETWEEN YOU AND BRAXTON.
8.THIRD-PARTY SERVICES & CONTENT

“Third-Party Service” is any product or service made available by third-parties (including, without limitation, Advisors) on, through, by means of, or in connection with the Website and its Services. “Third-Party Content” is any opinion, advice, claim or other information (such as investment track records, articles, market environment reports, newsletters, etc.) made available by third-parties (including, without limitation, Advisors) on, through, by means of, or in connection with the Website and its Services. Third-Party Services and Third-Party Content should not necessarily be relied on, and You hereby acknowledge and agree that it is your sole responsibility to determine the accuracy, reliability, completeness and usefulness of any Third-Party Services and/or Third-Party Content. Third-Party Services and Third-Party Content are the sole responsibility of the third-party service and/or content provider. BRAXTON DOES NOT: (I) REPRESENT, WARRANT, OR GUARANTEE THE ACCURACY, RELIABILITY, COMPLETENESS OR USEFULNESS OF ANY THIRD-PARTY SERVICE OR THIRD-PARTY CONTENT; OR (II) ADOPT, ENDORSE, OR ACCEPT RESPONSIBILITY FOR ANY ADVISOR, CUSTOMER, THIRD-PARTY SERVICE OR THIRD-PARTY CONTENT. UNDER NO CIRCUMSTANCES WILL BRAXTON BE RESPONSIBLE FOR ANY LOSS OR DAMAGE RESULTING FROM YOUR RELIANCE ON ANY THIRD-PARTY SERVICE OR THIRD-PARTY CONTENT MADE AVAILABLE ON, THROUGH, BY MEANS OF, OR IN CONNECTION WITH THE WEBSITE OR SERVICES. YOU KNOWINGLY AND FREELY ASSUME ALL RISK WHEN USING ANY THIRD-PARTY SERVICE OR THIRD-PARTY CONTENT MADE AVAILABLE ON, THROUGH, BY MEANS OF, OR IN CONNECTION WITH THE WEBSITE OR SERVICES

9. RELATIONSHIP AND OBLIGATION OF PARTIES

You acknowledge and agree that Customers and Advisors enter contracts directly with one other to obtain or provide professional advice services. Braxton is not a party to any contract between Customers and Advisors for professional services, and is not involved in the contracting between Customers and Advisors. All rights and obligations for professional services are solely between Customers and Advisors. BRAXTON HAS NO CONTROL OVER AND DOES NOT REPRESENT, WARRANT, OR GUARANTEE THE QUALITY, ACCURACY, RELIABILITY, COMPLETENESS, USEFULNESS, SAFETY OR LEGALITY OF THE REQUESTED OR ADVERTISED SERVICES, THE ABILITY OF ADVISORS TO DELIVER SERVICES OR ETHICAL, COMPETITIVE RESULTS, THE ABILITY OF CUSTOMERS TO PAY FOR SERVICES, OR THAT AN CUSTOMER OR ADVISOR WILL ENTER AN CUSTOMER-ADVISOR RELATIONSHIP. Each Customer and Advisor must look solely to the other for the enforcement and performance of all their rights and obligations for professional services, and any other terms, conditions, representations, or warranties associated with such dealings.
10. ADVISORS

A. Advisor Prescreening
To be admitted to the Braxton sites, Advisors must have years of pertinent professional services experience, practice complete transparency, including full disclosure of credentials, ethics, business practices, and services; and provide an array of quality and good service professional services. Accordingly, as part of an Advisor’s registration process with the Braxton sites, Braxton prescreens all prospective Advisors to ensure that they meet the aforementioned criteria.
Advisor information received at the time of registration may change or expire over time. While Braxton attempts to maintain accurate and up-to-date information, and may confirm changes when notified, Braxton screens Advisors solely at the time an Advisor registers with the Braxton sites. Braxton does not, and cannot, exhaustively monitor each Advisor, and Braxton cannot guarantee that Advisor information is accurate and up-to-date. Further, you acknowledge and understand that an Advisor may be admitted to the Braxton sites and thereafter provide unethical, fraudulent, or misleading advice. BRAXTON’S SCREENING PROCESS HAS NO BEARING ON THE FUTURE ADVICE, SERVICES OR RESULTS OF AN ADVISOR. INCLUSION IN THE BRAXTON SITES DOES NOT CONSTITUTE AN ENDORSEMENT, RECOMMENDATION, OR FAVORING BY BRAXTON OF ANY ADVISOR, NOR CONSTITUTE A CLAIM, WHETHER EXPLICIT OR IMPLICIT, BY BRAXTON THAT AN ADVISOR’S QUALIFICATIONS, PRODUCTS, SERVICES, OPINIONS, ADVICE, OR CLAIMS ARE SUPERIOR, REPUTABLE, HONEST, ETHICAL, COMPETENT OR WILL RESULT IN EXCEPTIONAL BUSINESS OR PERSONAL EXPERIENCE.
B. Background Checks; Business Practices; Certifications
As part of their registration process with the Braxton sites, Advisors may elect to undergo a background check and a review of Advisor’s business practices. In such cases, Braxton may verify Advisor information that impacts credentials and ethics with specialized companies and agencies, educational institutions, associations that issue certifications, and other third party sources, and via third party service providers. BRAXTON DOES NOT REPRESENT, WARRANT, OR GUARANTEE THE ACCURACY, RELIABILITY, QUALITY, OR CURRENCY OF THE INFORMATION RECEIVED FROM PUBLIC OR PRIVATE AGENCIES, EDUCATIONAL INSTITUTIONS, OTHER THIRD PARTY SOURCES, AND THIRD PARTY SERVICE PROVIDERS.
Advisor information verified at the time the review process is conducted may change and expire over time. While Braxton attempts to maintain accurate and up-to-date information, and may confirm changes when notified, Braxton conducts background checks, as requested, on a one-time basis during or after registration. Braxton does not, and cannot, exhaustively monitor each Advisor, and Braxton cannot guarantee Advisor information is accurate and up-to-date. Further, you acknowledge and understand it is Your responsibility to require Advisors to certify the accuracy of their information during the selection process. Further, you acknowledge and understand that an Advisor may be pre-screened, admitted to the Braxton sites, and complete a background check and thereafter provide unethical, fraudulent, or misleading advice or services. BRAXTON’S BACKGROUND CHECK AND BUSINESS PRACTICE REVIEW PROCESSES HAVE NO BEARING ON THE FUTURE ADVICE, SERVICES, OR RESULTS OF AN ADVISOR. A SUCCESSFUL BACKGROUND CHECK OR BUSINESS PRACTICES REVIEW DOES NOT CONSITUTE AN ENDORSEMENT, RECOMMENDATION, OR FAVORING BY BRAXTON OF ANY ADVISOR AND DOES NOT CONSTITUTE A CLAIM, WHETHER EXPLICIT OR IMPLICIT, BY BRAXTON THAT AN ADVISOR’S QUALIFICATIONS, PRODUCTS, SERVICES, OPINIONS, ADVICE, OR CLAIMS ARE SUPERIOR, REPUTABLE, HONEST, ETHICAL, COMPETENT, OR WILL RESULT IN EXCEPTIONAL SERVICE.
C. Advisor Profiles
Advisors are required to create professional profiles, which may contain certain personal information (such as education, professional qualifications and certifications, business practices and services). EXCEPT AS SET FORTH ABOVE, BRAXTON DOES NOT REVIEW OR VERIFY INFORMATION OR REPRESENTATIONS CONTAINED IN ADVISOR PROFILES.
D. Advisor Five-Star Quality Rating; Disclaimer
A five-star rating is a commonly used indicator to describe high quality. Braxton’s five-star quality rating is not an official, industry certification or designation. All Advisors who achieve Braxton’s five-star quality rating and accept Braxton’s invitation to be profiled in the Braxton sites are awarded five-star quality ratings; however, some Advisors may have more credentials than other Advisors. As described in Section 10(A) above, Braxton screens Advisors before they are awarded the five-star quality rating and are profiled in the Braxton sites. Braxton’s screening process is based solely on information provided to Braxton by Advisors. EXCEPT AS SET FORTH UNDER 10B ABOVE, AND AS APPLICABLE, BRAXTON DOES NOT VERIFY INFORMATION PROVIDED BY ADVISORS TO BRAXTON DURING THE BRAXTON SCREENING PROCESS.
A FIVE-STAR QUALITY RATING INDICATES THAT AN ADVISOR HAS PROVIDED INFORMATION THAT MEETS THE MINIMUM QUALITATIVE STANDARDS OF THE BRAXTON SITES. ADVISORS WHO ARE AWARDED THE FIVE-STAR QUALITY RATING WILL HAVE A RANGE OF QUALIFICATIONS. BRAXTON’S FIVE-STAR QUALITY RATING HAS NO BEARING ON THE FUTURE ADVICE, SERVICES OR RESULTS OF AN ADVISOR. RECEIPT OF A FIVE-STAR RATING DOES NOT CONSTITUTE AN ENDORSEMENT, RECOMMENDATION, OR FAVORING BY BRAXTON OF ANY ADVISOR AND DOES NOT CONSTITUTE A CLAIM, WHETHER EXPLICIT OR IMPLICIT, BY BRAXTON THAT AN ADVISOR’S QUALIFICATIONS, PRODUCTS, SERVICES, OPINIONS, ADVICE, OR CLAIMS ARE SUPERIOR, REPUTABLE, HONEST, ETHICAL, COMPETENT OR WILL RESULT IN EXCEPTIONAL SERVICE OR PERFORMANCE.
E. Braxton ADD Certification; Disclaimer
Advisors who successfully complete Braxton’s vetting process are invited to be profiled in the Braxton sites. Once they are members of the Braxton sites Advisors have the option of using Braxton’s Background Checking service (Advisor Due Diligence; ADD). Advisors who successfully complete the background checking service receive a certificate and an icon that states they have been ADD Certified by Braxton. (For more information on Braxton icons, see section 10(f) below). The Braxton certification is not an official industry certification or designation. Some advisors who have received the Braxton certification may have more credentials than other Advisors who have received the Braxton Certification.
THE BRAXTON FADD CERTIFICATION INDICATES THAT AN ADVISOR HAS MET THE MINIMUM QUALITATIVE STANDARDS OF THE BRAXTON CERTIFICATION PROCESS. ADVISORS WHO ARE FADD CERTIFIED WILL HAVE A RANGE OF QUALIFICATIONS. BRAXTON’S CERTIFICATION PROCESS HAS NO BEARING ON THE FUTURE ADVICE, SERVICES, OR RESULTS OF AN ADVISOR. RECEIPT OF THE FADD CERTIFICATION DOES NOT CONSTITUTE AN ENDORSEMENT, RECOMMENDATION, OR FAVORING BY BRAXTON OF ANY ADVISOR AND DOES NOT CONSTITUTE A CLAIM, WHETHER EXPLICIT OR IMPLICIT, BY BRAXTON THAT AN ADVISOR’S QUALIFICATIONS, PRODUCTS, SERVICES, OPINIONS, ADVICE, OR CLAIMS ARE SUPERIOR, REPUTABLE, HONEST, ETHICAL, COMPETENT, OR WILL RESULT IN EXCEPTIONAL FINANCIAL RETURNS.
F. Braxton Icons/Links
Advisors may place Braxton-provided icons or links (including “ADD Certified” icons, as applicable) on their websites or marketing collateral linking, or otherwise directing, persons to Braxton. ANY BRAXTON ICON OR LINK DOES NOT CONSTITUTE AN ENDORSEMENT, RECOMMENDATION, OR FAVORING BY BRAXTON OF ANY ADVISOR AND DOES NOT CONSTITUTE A CLAIM, WHETHER EXPLICIT OR IMPLICIT, BY BRAXTON THAT AN ADVISOR’S QUALIFICATIONS, PRODUCTS, SERVICES, OPINIONS, ADVICE, OR CLAIMS ARE SUPERIOR, REPUTABLE, HONEST, ETHICAL, COMPETENT OR WILL RESULT IN EXCEPTIONAL SERVICE OR PERFORMANCE.
G. Advisor Compliance Records
A small percentage of Advisors who are profiled in Braxton Braxton sites may have one or more complaints on their federal and state compliance records. Braxton may evaluate such complaints, and in the event that Braxton determines, in Braxton’s sole discretion, that a complaint was frivolous, the Advisor may be admitted to the Braxton sites with or without disclosure of such complaint in the Advisor’s Braxton sites profile.
H. Safe, Easy, Competent, Trustworthy Distinctions
Braxton refers to Advisors who are profiled in the Braxton sites as “Safe and Easy Selections” and “Competent and Trustworthy.” The “Safe and Easy” and “Competent and Trustworthy” distinctions are based on documentation, i.e. Advisors who provide documentation supporting their credentials, ethics, business practices, products and serves are inherently more “safe,” “easier to select” and “trustworthy,” and empirically more “competent,” than Advisors who do not provide such information and/or documentation.
I. Terminated Advisors
An Advisor may be removed from the Braxton sites at any time without notice to You. After an Advisor is removed from the Braxton sites, such Advisor may continue to display a Braxton icon or link on his or her website or marketing collateral. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING WHETHER AN ADVISOR IS CURRENTLY PROFILED IN THE BRAXTON SITES. You can determine whether an Advisor is currently profiled in the Braxton sites by contacting Braxton.
J. Independent Investigation
PRIOR TO HIRING AN ADVISOR, PURCHASING AN ADVISOR’S PRODUCTS OR SERVICES, OR FOLLOWING THE OPINIONS, ADVICE OR CLAIMS OF AN ADVISOR, YOU HEREBY AGREE THAT YOU SHALL THOROUGHLY INVESTIGATE: (A) THE PROFESSIONAL QUALIFICATIONS AND BACKGROUND OF THE ADVISOR; (B) THE ADVISOR’S PRODUCTS AND SERVICES; AND/OR (C) THE OPINIONS, ADVICE, CLAIMS AND OTHER INFORMATION OF, OR PROVIDED BY, THE ADVISOR.
11. CUSTOMERS; CUSTOMER SERVICES

A. Information Provided by Customers
To use certain website services, Customers may have to provide to Braxton certain personal information (such as name, telephone number, email address and zip code), and specific details pertaining to Customers’ business needs. Braxton relies on Customers to provide truthful and accurate information, and Braxton does not, and cannot, exhaustively investigate Customer information. Accordingly, Braxton must assume that Customer information is truthful and accurate. BRAXTON DOES NOT REPRESENT, WARRANT, OR GUARANTEE THE ACCURACY, RELIABILITY, QUALITY OR CURRENCY OF INFORMATION PROVIDED BY CUSTOMERS ON, THROUGH, BY MEANS OF, OR IN CONNECTION WITH THE WEBSITE AND SERVICES.

B. Disclosure of Customer Information
Braxton is a referral network designed to match Customers with Advisors. In order to facilitate potential Customer-advisor relationships between Customers and Advisors, certain personal information provided by Customers must be disclosed to Advisors. If You are an Customer, You expressly consent to the disclosure of certain of your personal information to Advisors. Further, You expressly consent to be contacted by Advisors via the contact information You provide.

C. Self Search Geographical Match Process
Customers who search for Advisors via the “Self Search” feature are returned Advisor search results based on those Advisors’ geographical proximity to the Customer. THE ORDER OF THE ADVISOR SEARCH RESULTS DOES NOT CONSTITUTE AN ENDORSEMENT, RECOMMENDATION, OR FAVORING BY BRAXTON OF ANY PARTICULAR ADVISOR.
D. Assisted Search Rotational Match Process
Customers who search for Advisors via the “Assisted Search” feature are matched to Advisors who: (i) meet the Customer’s service requirements; (ii) meet the Advisor’s minimum requirements; and (iii) are in close geographical proximity to the Customer. All Advisor characteristics considered equal, the Website search engine uses a rotational system to match Customers to Advisors who have gone the longest amount of time without being matched to a Customer. ADVISOR/CUSTOMER MATCHES DO NOT CONSTITUTE AN ENDORSEMENT, RECOMMENDATION, OR FAVORING BY BRAXTON OF ANY ADVISOR.
E. Search Consultants
For Customers utilizing the Assisted Search service, Braxton provides search consultants at no charge to help the Customer find Advisors in their community. Search consultants use the same criteria as described in Section 11(d), above, to match Customers to Advisors. SEARCH CONSULTANTS DO NOT ENDORSE, RECOMMEND OR FAVOR ANY ADVISOR. CUSTOMERS ARE SOLELY RESPONSIBLE FOR THOROUGHLY INVESTIGATING AND SELECTING ADVISORS.
F. Third-Party Referrals
Under certain circumstances, it may be difficult or impossible to match an Customer with an Advisor. In those instances, Braxton may refer such Customer to a third-party website. In conjunction, Braxton will promptly notify such Customer via email of the third-party referral. Professional advisors on third party websites have not been vetted by Braxton. If You are an Customer that has been referred to a third-party, You may request the cessation of such referrals by emailing Braxton.
G. Current Advisor Relationships
Braxton does not recommend that You retain, replace, or terminate Your current advisor or planner, if any. The decision whether to retain, terminate or replace a current advisor or planner rests solely with You.
12. INDEPENDENT SERVICES; BRAXTON COMPENSATION

There is no partnership, joint venture or employee-employer relationship between Braxton and Advisors. Advisors do not have an equity interest, or other interest, in Braxton. Braxton does not receive any compensation from Advisors for, or in the form of, Customer-generated revenue.
The Website and Services are free to Customers. Advisors may pay fixed monthly membership dues to Braxton or other Advisors.
13. CONSENT TO RECEIVE EMAIL FROM BRAXTON

By using the Website and Services, you thereby consent to receive periodic email communications from Braxton regarding the Services and other matters.
14. THIRD-PARTY WEBSITES

The Website is linked with the websites of third parties (“Third-Party Websites”), some of whom may have established relationships with Braxton and some of whom may not. Braxton does not have control over the content and performance of Third-Party Websites. BRAXTON HAS NOT REVIEWED, AND CANNOT REVIEW OR CONTROL, ALL OF THE MATERIAL, INCLUDING COMPUTER SOFTWARE OR OTHER GOODS OR SERVICES, MADE AVAILABLE ON OR THROUGH THIRD-PARTY WEBSITES. ACCORDINGLY, BRAXTON DOES NOT REPRESENT, WARRANT OR ENDORSE ANY THIRD-PARTY WEBSITE, OR THE ACCURACY, CURRENCY, CONTENT, FITNESS, LAWFULNESS OR QUALITY OF THE INFORMATION, MATERIAL, GOODS OR SERVICES AVAILABLE THROUGH THIRD-PARTY WEBSITES. BRAXTON DISCLAIMS, AND YOU AGREE TO ASSUME, ALL RESPONSIBILITY AND LIABILITY FOR ANY DAMAGES OR OTHER HARM, WHETHER TO YOU OR TO THIRD PARTIES, RESULTING FROM YOUR USE OF THIRD-PARTY WEBSITES.
15. USER CONTENT

“User Content” is any content, materials or information, not including personal information, that You upload or post to, or transmit, display, perform or distribute by means of the Website, whether in connection with Your use of Services or otherwise. YOU HEREBY GRANT BRAXTON AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, REPRESENTATIVES, SUBLICENSEES, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE “BRAXTON PARTIES”) A PERPETUAL, FULLY PAID-UP, WORLDWIDE, SUBLICENSABLE, IRREVOCABLE, ASSIGNABLE LICENSE TO COPY, DISTRIBUTE, TRANSMIT, PUBLICLY DISPLAY OR PERFORM, EDIT, TRANSLATE, REFORMAT AND OTHERWISE USE USER CONTENT IN CONNECTION WITH THE OPERATION OF THE WEBSITE, SERVICES OR ANY OTHER SIMILAR OR RELATED BUSINESS, IN ANY MEDIUM NOW EXISTING OR LATER DEVISED, INCLUDING WITHOUT LIMITATION IN ADVERTISING AND PUBLICITY. YOU FURTHER AGREE THAT THE BRAXTON PARTIES MAY PUBLISH OR OTHERWISE DISCLOSE YOUR NAME AND/OR ANY USER NAME OF YOURS IN CONNECTION WITH THEIR EXERCISE OF THE LICENSE GRANTED UNDER THIS SECTION. YOU AGREE TO WAIVE, AND HEREBY WAIVE, ANY CLAIMS ARISING FROM OR RELATING TO THE EXERCISE BY THE BRAXTON PARTIES OF THE RIGHTS GRANTED UNDER THIS SECTION, INCLUDING WITHOUT LIMITATION ANY CLAIMS RELATING TO YOUR RIGHTS OF PERSONAL PRIVACY AND PUBLICITY. YOU WILL NOT BE COMPENSATED FOR ANY EXERCISE OF THE LICENSE GRANTED UNDER THIS SECTION. You hereby represent and warrant that You own all rights, title and interest in and to User Content or are otherwise authorized to grant the rights provided the Braxton Parties under this section.
16. OBJECTIONABLE CONTENT

You represent and warrant that you shall not use the Website or Services to upload, post, transmit, display, perform or distribute any content, information or materials that: (a) are libelous, defamatory, abusive, or threatening, excessively violent, harassing, obscene, lewd, lascivious, filthy, or pornographic; (b) constitute child pornography; (c) solicit personal information from or exploit in a sexual or violent manner anyone under the age of 18; (d) incite, encourage or threaten physical harm against another; (e) promote or glorify racial intolerance, use hate and/or racist terms, or signify hate towards any person or group of people; (f) glamorize the use of hard core illegal substances and drugs; (g) violate any provision of this Agreement or any other Braxton agreement or policy; or (h) are generally offensive or in bad taste, as determined by Braxton (collectively, “Objectionable Content”). BRAXTON DISCLAIMS ANY PERCEIVED, IMPLIED OR ACTUAL DUTY TO MONITOR THE CONTENTS OF THE WEBSITE AND SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR INFORMATION PROVIDED HEREON. Without limiting any of its other remedies, Braxton reserves the right to terminate Your use of the Website and Services or Your uploading, posting, transmission, display, performance or distribution of Objectionable Content. Braxton, in its sole discretion, may delete any Objectionable Content from its servers. Braxton intends to cooperate fully with any law enforcement officials or agencies in the investigation of any violation of this Agreement or of any applicable laws.
17. PROHIBITED USES

Braxton imposes certain restrictions on Your use of the Website and the Services. You represent and warrant that you will not: (a) “stalk” or otherwise harass any person, or contact any person who has requested not to be contacted; (b) provide false, misleading or inaccurate information to Braxton or any other Website member; (c) impersonate, or otherwise misrepresent affiliation, connection or association with, any person or entity; (d) create more than one unique Advisor profile; (e) harvest or otherwise collect information about Braxton users, including email addresses and phone numbers; (f) use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars, or intelligent agents) to harvest or otherwise collect information from the Website for any use, including without limitation use on third-party websites; (g) access content or data not intended for You, or log onto a server or account that You are not authorized to access; (h) attempt to probe, scan, or test the vulnerability of the Services, the Website, or any associated system or network, or breach security or authentication measures without proper authorization; (i) interfere or attempt to interfere with the use of the Website or Services by any other user, host or network, including, without limitation by means of submitting a virus, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing”; (j) use the Website or Services to send unsolicited e-mail, including without limitation promotions or advertisements for products or services; (k) forge any TCP/IP packet header or any part of the header information in any e-mail or in any uploading or posting to, or transmission, display, performance or distribution by means of, the Website or Services; or (l) attempt to modify, reverse-engineer, decompile, disassemble or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by the Braxton Parties in providing the Website or Services. Any violation of this section may subject You to civil and/or criminal liability.
18. INTELLECTUAL PROPERTY

A. Compliance with Law
You represent and warrant that, when using the Website and Services, You will obey the law and respect the intellectual property rights of others. Your use of the Website and Services is at all times governed by and subject to laws regarding copyright ownership and use of intellectual property generally. You agree not to upload, post, transmit, display, perform or distribute any content, information or other materials in violation of any third-party’s copyrights, trademarks, or other intellectual property or proprietary rights. YOU SHALL BE SOLELY RESPONSIBLE FOR ANY VIOLATIONS OF ANY LAWS AND FOR ANY INFRINGEMENTS OF THIRD-PARTY RIGHTS CAUSED BY YOUR USE OF THE WEBSITE AND SERVICES. YOU BARE THE SOLE BURDEN OF PROVING THAT CONTENT, INFORMATION OR OTHER MATERIALS DO NOT VIOLATE ANY LAWS OR THIRD-PARTY RIGHTS.

B. Trademarks
“Braxton Consulting,” and other Braxton marks (collectively, the “Braxton Marks”) are trademarks or registered trademarks of Braxton. Other trademarks, service marks, graphics, logos and domain names appearing on the Website may be the trademarks of third-parties. Neither Your use of the Website and Services nor this Agreement grant You any right, title or interest in or to, or any license to reproduce or otherwise use, the Braxton Marks or any third-party trademarks, service marks, graphics, logos or domain names. You agree that any goodwill in the Braxton Marks generated as a result of Your use of the Website and Services will inure to the benefit of Braxton Internet Properties, Inc., and You agree to assign, and hereby do assign, all such goodwill to Braxton. You shall not at any time, nor shall You assist others to, challenge Braxton’s right, title, or interest in or to, or the validity of, the Braxton Marks.

C. Copyrighted Materials; Copyright Notice
All content and other materials available through the Website and Services, including without limitation the design, text, graphics, and other files, and the selection, arrangement and organization thereof, are either owned by Braxton or are the property of Braxton’s licensors and suppliers. Except as explicitly provided, neither Your use of the Website and Services nor this Agreement grant You any right, title or interest in or to any such materials. Copyright © 2010 to the present, Braxton ALL RIGHTS RESERVED.
D. DMCA Policy
As Braxton asks others to respect Braxton’s intellectual property rights, Braxton respects the intellectual property rights of others. If you have evidence, know, or have a good faith belief that your rights or the rights of a third party have been violated and you want Braxton to delete, edit, or disable the material in question, you must provide Braxton with all of the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) identification of the material that is claimed to be infringed or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Braxton to locate the material; (d) information reasonably sufficient to permit Braxton to contact you, such as an address, telephone number, and if available, an electronic mail address at which you may be contacted; (e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. For this notification to be effective, you must provide it to Braxton’s designated agent at legal (ad) Braxton-co.com.
19. DISCLAIMERS; LIMITATION OF LIABILITY

A. NO WARRANTIES.
BRAXTON, ON BEHALF OF ITSELF AND ITS LICENSORS AND SUPPLIERS, HEREBY DISCLAIMS ALL WARRANTIES. THE WEBSITE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, BRAXTON, ON BEHALF OF ITSELF AND ITS LICENSORS AND SUPPLIERS, EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE WEBSITE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. WITHOUT LIMITING THE FOREGOING OR ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER BRAXTON NOR ITS LICENSORS OR SUPPLIERS WARRANTS: (I) THAT THE WEBSITE SERVICES WILL MEET YOUR REQUIREMENTS; (II) THAT THE OPERATION OF THE WEBSITE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; (III) THAT INFORMATION MADE AVAILABLE ON, THROUGH, BY MEANS OF, OR IN CONNECTION WITH THE WEBSITE OR SERVICES IS ACCURATE, COMPLETE OR TIMELY; AND (IV) ADVISORS, THIRD-PARTY SERVICES, OR THIRD-PARTY CONTENT WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS.

B. YOUR RESPONSIBILITY FOR LOSS OR DAMAGE
YOU AGREE THAT YOUR USE OF THE WEBSITE AND SERVICES IS AT YOUR SOLE RISK. YOU WILL NOT HOLD BRAXTON OR ITS LICENSORS AND SUPPLIERS, AS APPLICABLE, RESPONSIBLE FOR ANY LOSS OR DAMAGE THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE WEBSITE, INCLUDING WITHOUT LIMITATION ANY FINANCIAL LOSS OR DAMAGE TO ANY OF YOUR COMPUTERS OR DATA. THE WEBSITE AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS.

C. LIMITATION OF LIABILITY
THE LIABILITY OF BRAXTON AND ITS LICENSORS AND SUPPLIERS IS LIMITED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL BRAXTON OR ITS LICENSORS OR SUPPLIERS BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST DATA OR CONFIDENTIAL OR OTHER INFORMATION, LOSS OF PRIVACY, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, FAILURE TO MEET ANY DUTY INCLUDING WITHOUT LIMITATION OF GOOD FAITH OR OF REASONABLE CARE, NEGLIGENCE, OR OTHERWISE, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES OR OF ANY ADVICE OR NOTICE GIVEN TO BRAXTON OR ITS LICENSORS AND SUPPLIERS ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE WEBSITE OR SERVICES. THIS LIMITATION SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT, OR ANY OTHER LEGAL THEORY OR FORM OF ACTION. ADDITIONALLY, THE MAXIMUM LIABILITY OF BRAXTON AND ITS LICENSORS AND SUPPLIERS TO YOU UNDER ALL CIRCUMSTANCES WILL BE EQUAL TO THE AGGREGATE PRICE YOU PAID TO BRAXTON DURING THE SIX MONTHS PRECEDING THE INCIDENT OR INCIDENTS GIVING RISE TO SUCH LIABILITY, OR $50.00, WHICHEVER IS GREATER. YOU AGREE THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK AND IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN BRAXTON AND YOU. THE WEBSITE AND SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.

D. APPLICATION
THE ABOVE DISCLAIMERS, WAIVERS AND LIMITATIONS DO NOT IN ANY WAY LIMIT ANY OTHER DISCLAIMER OF WARRANTIES OR ANY OTHER LIMITATION OF LIABILITY IN THIS AGREEMENT OR ANY OTHER AGREEMENT BETWEEN YOU AND BRAXTON OR BETWEEN YOU AND ANY OF BRAXTON’S LICENSORS AND SUPPLIERS. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES OR THE LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE DISCLAIMERS, WAIVERS AND LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. UNLESS LIMITED OR MODIFIED BY APPLICABLE LAW, THE FOREGOING DISCLAIMERS, WAIVERS AND LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. BRAXTON’S LICENSORS AND SUPPLIERS ARE INTENDED THIRD-PARTY BENEFICIARIES OF THESE DISCLAIMERS, WAIVERS AND LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE WEBSITE OR OTHERWISE SHALL ALTER ANY OF THE DISCLAIMERS OR LIMITATIONS STATED IN THIS SECTION.

20. REPRESENTATIONS AND WARRANTIES

A. General
Without limiting any other provision of this Agreement, You represent and warrant that Your use of the Website and Services will be in accordance with this Agreement and any other Braxton policies, and with any applicable laws or regulations.

B. Advisors
If You are an advisor, without limiting any other provision of this Agreement, You specifically represent and warrant that: (i) Your products, services, opinions, advice, or claims will not fall below the standard of care reasonably expected of a fellow member of Your industry or profession; (ii) You will not provide Braxton and/or any Customer any incomplete, inaccurate, misleading, or false information; and (iii) You will provide Braxton and/or any Customer with a full disclosure of information, credentials, education, experience, work history, criminal background, conflicts of interest, litigation history, or other relevant information.
21. INDEMNITY BY YOU

You agree to defend, indemnify and hold harmless Braxton and its officers, directors, employees, agents, affiliates, representatives, sub-licensees, successors, assigns, and Industry Professionals (collectively, the “Indemnified Parties”) from and against any and all claims, actions, demands, causes of action and other proceedings (collectively, “Claims”), including but not limited to legal costs and fees, arising out of or relating to: (i) Your breach of this Agreement, including without limitation any representation or warranty contained in this Agreement; (ii) Your access to or use of the Website or Services; (iii) Your provision to Braxton or any of the Indemnified Parties of information or other data; or (iv) Your violation or alleged violation of any foreign or domestic, federal, state or local law or regulation.
The Indemnified Parties will have the right, but not the obligation, to participate through counsel of their choice in any defense by You of any Claim as to which You are required to defend, indemnify or hold harmless the Indemnified Parties. You may not settle any Claim without the prior written consent of the concerned Indemnified Parties.
22. GOVERNING LAW; JURISDICTION AND VENUE

The Website, Services, and this Agreement, including without limitation this Agreement’s interpretation, shall be treated as though this Agreement were executed and performed in Sacramento, California and shall be governed by and construed in accordance with the laws of the State of California without regard to its conflict of law principles. ANY CAUSE OF ACTION BY YOU ARISING OUT OF OR RELATING TO THE WEBSITE, SERVICES, OR THIS AGREEMENT MUST BE INSTITUTED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE OR BE FOREVER WAIVED AND BARRED. ALL ACTIONS SHALL BE SUBJECT TO THE LIMITATIONS SET FORTH ABOVE. The language in this Agreement shall be interpreted in accordance with its fair meaning and not strictly for or against either party.
A. Requirement of Arbitration.
You agree that any dispute, of any nature whatsoever, between You and Braxton arising out of or relating to the Website, Services, or this Agreement, shall be decided by neutral, binding arbitration before a representative of Madrid College of Lawyers, Spain (unless You and Braxton mutually agree to a different arbitrator) who shall render an award in accordance with substantive laws of Spain. A final judgment or award by the arbitrator may then be duly entered and recorded by the prevailing party in the appropriate court as final judgment. The arbitrator shall award costs (including, without limitation, the arbitrator’ fee and reasonable lawyer’s fees) to the prevailing party.
B. Remedies in Aid of Arbitration; Equitable Relief.
This agreement to arbitrate will not preclude You or Braxton from seeking provisional remedies in aid of arbitration, including without limitation orders to stay a court action, compel arbitration or confirm an arbitral award, from a court of competent jurisdiction. Furthermore, this agreement to arbitrate will not preclude You or Braxton from applying to a court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary. THE PROPER VENUE FOR ANY ACTION PERMITTED UNDER THIS SUBSECTION REGARDING “EQUITABLE RELIEF” WILL BE THE COURTS LOCATED IN MADRID, SPAIN ; THE PARTIES HEREBY WAIVE ANY OBJECTION TO THE VENUE AND PERSONAL JURISDICTION OF SUCH COURTS.
23.TERMINATION

A. By Braxton
WITHOUT LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, BRAXTON RESERVES THE RIGHT TO, IN BRAXTON’S SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY USE OF THE WEBSITE AND/OR SERVICES TO ANY PERSON FOR ANY REASON OR FOR NO REASON AT ALL, INCLUDING WITHOUT LIMITATION FOR ANY BREACH OR SUSPECTED BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN THIS AGREEMENT, OR OF ANY APPLICABLE LAW OR REGULATION.
B. Automatic Termination Upon Breach By You
This Agreement shall automatically terminate in the event that You breach any of this Agreement’s representations, warranties or covenants. Such termination shall be automatic, and shall not require any action by Braxton.
C. By You
You may terminate this Agreement and Your rights hereunder at any time, for any or no reason at all, by providing to Braxton notice of Your intention to do so, in the manner required by this Agreement.
D. Effect of Termination
Any termination of this Agreement automatically terminates all rights and licenses granted to You under this Agreement, including all rights to use the Website and Services. Upon termination, Braxton may, but has no obligation to, in Braxton’s sole discretion, rescind any services, and/or delete from Braxton’s systems all Your Personal Information and any other files or information that You made available to Braxton or that otherwise relate to Your use of the Website or Services. Subsequent to termination, Braxton reserves the right to exercise whatever means it deems necessary to prevent Your unauthorized use of the Website and Services, including without limitation technological barriers such as IP mapping and direct contact with Your Internet Service Provider.
E. Legal Action
If Braxton, in Braxton’s discretion, takes legal action against You in connection with any actual or suspected breach of this Agreement, Braxton will be entitled to recover from You as part of such legal action, and You agree to pay, Braxton’s reasonable costs and attorneys’ fees incurred as a result of such legal action. The Braxton Parties will have no legal obligation or other liability to You or to any third party arising out of or relating to any termination of this Agreement.
F. Survival
Upon termination, all rights and obligations created by this Agreement will terminate, except that Sections 1-4, 6-11, 14-22, 24-25 will survive any termination of this Agreement. For clarification, termination of this Agreement will not relieve You of Your obligation to pay any dues or fees owed Braxton.
24. NOTICES
All notices required or permitted to be given under this Agreement must be in writing. Braxton shall give any notice by email sent to the most recent email address, if any, provided by the intended recipient to Braxton. You agree that any notice received from Braxton electronically satisfies any legal requirement that such notice be in writing. YOU BEAR THE SOLE RESPONSIBILITY OF ENSURING THAT YOUR EMAIL ADDRESS ON FILE WITH BRAXTON IS ACCURATE AND CURRENT, AND NOTICE TO YOU SHALL BE DEEMED EFFECTIVE UPON THE SENDING BY BRAXTON OF AN EMAIL TO THAT ADDRESS. You shall give any notice to Braxton by means of the contacts appearing in www.braxton-co.com.
25.GENERAL
This Agreement constitutes the entire agreement between Braxton and You concerning Your use of the Website and Services. This Agreement may only be modified by a written amendment signed by an authorized executive of Braxton or by the unilateral amendment of this Agreement by Braxton and by the posting by Braxton of such amended version. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. This Agreement and all of Your rights and obligations hereunder will not be assignable or transferable by You without the prior written consent of Braxton. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns. You and Braxton are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement. Except for the Braxton Parties and the Indemnified Parties as and to the extent set forth in Sections 15, 17, 21 and 23(e), and Braxton’s licensors and suppliers as and to the extent expressly set forth in Section 19, there are no third-party beneficiaries to this Agreement. You acknowledge and agree that any actual or threatened breach of this Agreement or infringement of proprietary or other third party rights by You would cause irreparable injury to Braxton and Braxton’s licensors and suppliers, and would therefore entitle Braxton or Braxton’s licensors or suppliers, as the case may be, to injunctive relief. The headings in this Agreement are for the purpose of convenience only and shall not limit, enlarge, or affect any of the covenants, terms, conditions or provisions of this Agreement.