User Agreement

Date of Last Revision: November 18, 2010

NOTE: YOU ARE ENTERING INTO A LEGALLY BINDING AGREEMENT WITH CLIENTVOICE

ClientVoice’s mission is to make feedback productive. To achieve this mission, ClientVoice ("we," "us," "our," and "ClientVoice") offers a service which consists of, among other things, hosted software for giving and receiving feedback, resolving disputes, building professional profiles, compiling reviews and ratings, and social networking; any ClientVoice software that you have embedded on a web service or are about to embed; any applications created by ClientVoice and available through social networking services or mobile applications; any software running on ClientVoice’s servers; content, related documentation, information on the ClientVoice domain, and information made available by ClientVoice users to each other through the application (collectively, the “Service”)

BY USING THIS SERVICE, YOU ARE AGREEING TO COMPLY WITH AND BE BOUND BY ALL TERMS OF THIS USER AGREEMENT AND BY ALL GUIDELINES AND DISCLOSURES INCORPORATED BY REFERENCE. PLEASE REVIEW THE FOLLOWING TERMS CAREFULLY. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THIS SERVICE.

1. Acceptance of Agreement. By using this Service, you ("you," "User," "Member," "Reviewer," and "Reviewee") agree to the terms and conditions outlined in this User Agreement ("Agreement"). This Agreement constitutes the entire and only agreement between ClientVoice and you, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Service, the content, products or services provided by or through the Service, and the subject matter of this Agreement. ClientVoice reserves the right to amend this Agreement at any time from time to time without specific notice to you. Updated versions of the Agreement will appear on the Service and are effective immediately. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes constitutes your consent to such changes.

2. Copyright Notice. The content, organization, graphics, design, compilation, magnetic translation, digital conversion and other matters related to the Service are protected under applicable United States and international copyrights, trademarks and other proprietary (including but not limited to intellectual property) rights. The copying, redistribution, use or publication by you of any such matters or any part of the Service, except as allowed by Section 4, is strictly prohibited. You do not acquire ownership rights to any content, document or other materials acquired or viewed through the Service. The posting of information or materials on the Service does not constitute a waiver of any right in such information and materials.

3. Trademarks and Service Marks. "ClientVoice," "How am I doing," "Are You Listening," "It’s your business," "Relationships Mean Business," "Pay as You Know," and others are trademarks or service marks of Netbionics, Inc. ("Netbionics") in the United States and in other countries. All other graphics, logos, and service names associated with the Service are trademarks or service marks of Netbionics. Netbionics’ trademarks and service marks may not be used in connection with any product or service that is not Netbionics’, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits the Service or Netbionics. Other product and company names mentioned on the Service may be trademarks or service marks of their respective owners.

4. Limited Right to Use. The viewing, printing or downloading of any content, graphic, form or document from the Service grants you only a limited, nonexclusive license for use solely by you for your own personal use and not for republication, distribution, assignment, sublicense, sale, preparation of derivative works or other use. No part of any content, form or document may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical, other than for your personal use (but not for resale or redistribution).

5. Editing, Deleting and Modification. ClientVoice reserves the right in our sole discretion to edit, modify or delete any portion of the Service, any account and any and all information contained within any account including user generated content, ratings, reviews, documents, photos, information or other content appearing on the Service. In addition, ClientVoice may block access to the Service from an IP address or range of IP addresses associated with those of terminated accounts.

6. Member Guidelines. Our Member Guidelines, as they may change from time to time, are a part of this Agreement.

7. Review Guidelines. Our Review Guidelines, as they may change from time to time, are part of this Agreement.

8. Professional Ethics Notice. You are solely responsible for using the Service in a way that complies with the most current rules and regulations ("Rules") governing your business or profession. These Rules include, but are not limited to, rules relating to advertising, solicitation of clients, unauthorized practice of your profession, and misrepresentations of fact. ClientVoice disclaims all responsibility for your compliance with these Rules. You further agree and acknowledge that when you use the Service, you will not offer formal professional advice, but will only provide general information.

9.  Rely on Service Information (Including Ratings and Reviews) Solely at Your Own Risk. Although ClientVoice reserves the right to review, remove or edit any information on the Service (including individual and aggregated ratings, reviews, biographical data and any related account information), we do not routinely screen, monitor, or review this information. As a result, we have no control over and we do not warrant, predict or guarantee the accuracy, adequacy, applicability, completeness, currency or quality of any such information or the qualifications of those posting it. Also, any result a ClientVoice member may achieve on behalf of one client in one engagement does not necessarily indicate that a similar result can be obtained for another client. Past performance cannot be an assurance of future results. CLIENTVOICE SHALL HAVE NO RESPONSIBILITY OR LIABILITY OF ANY KIND FOR ANY INFORMATION YOU ENCOUNTER ON OR THROUGH THE SERVICE, AND ANY USE OR RELIANCE ON THIS INFORMATION IS SOLELY AT YOUR OWN RISK.

10. Indemnification. You agree to indemnify, defend and hold ClientVoice and our partners, attorneys, staff, advertisers, licensors, product and service providers, and affiliates (collectively, "Affiliated Parties") harmless from any liability, loss, claim and expense, including reasonable attorney's fees, resulting from any violation of this Agreement by you or arising from or related to your use of the Service.

11. Nontransferable. Your right to use the Service is not transferable. Any password or right given to you to establish an account, request reviews, provide biographical data, build a social network and obtain information or documents is not transferable.

12. Disclaimer and Limits. THE SERVICE IS PROVIDED "AS-IS," "AS AVAILABLE," AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE). THE SERVICE MAY BECOME UNAVAILABLE AND/OR IT MAY CONTAIN BUGS, SPAM, ERRORS, TECHNICAL INACCURACIES, TYPOGRAPHICAL ERRORS, PROBLEMS OR OTHER LIMITATIONS. CLIENTVOICE AND OUR AFFILIATED PARTIES HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF THE SERVICE. IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, CLIENTVOICE AND OUR AFFILIATED PARTIES ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND US. THIS SERVICE AND THE PRODUCTS, SERVICES, AND INFORMATION PRESENTED WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE SERVICE SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT. CLIENTVOICE DOES NOT PROVIDE LEGAL ADVICE NOR ENTER INTO ANY ATTORNEY-CLIENT RELATIONSHIP. ALL RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES CAUSED BY ANY ERROR INCLUDING BUT NOT LIMITED TO SERVICE UNAVAILABILITY, TECHNICAL INNACURRACIES, TYPOGRAPHICAL ERRORS, SPAM OR VIRUSES CONTAINED WITHIN THE SERVICE OR ANY ELECTRONIC FILES, IS DISCLAIMED. CLIENTVOICE WILL NOT BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND THAT MAY RESULT FROM USE OF OR INABILITY TO USE OUR SERVICE. OUR MAXIMUM LIABILITY TO YOU UNDER ALL CIRCUMSTANCES WILL BE EQUAL TO THE PURCHASE PRICE YOU PAY FOR ANY GOODS, SERVICES OR INFORMATION.

13. Use of Information. ClientVoice reserves the right, and you authorize us, to the use and assignment of all information regarding Service uses by you and all information provided by you or your clients. All ratings, reviews, profile data, business card data, photos, comments, suggestions, ideas, graphics, or other information communicated by you or by others to us through the Service (collectively, the "Submission") will forever be the property of ClientVoice. ClientVoice will not be required to treat any Submission as confidential, and will not be liable for any ideas for its business (including without limitation, product, service or advertising ideas) and will not incur any liability as a result of any similarities that may appear in future ClientVoice products, services or operations. Without limitation, ClientVoice will have exclusive ownership of all present and future existing rights to the Submission of every kind and nature everywhere. ClientVoice will be entitled to use the Submission for any commercial or other purpose whatsoever, without compensation to you or any other person sending the Submission. You acknowledge that you are responsible for whatever profile material you submit, and for whatever ratings and reviews you receive and choose to promote, and you, not ClientVoice, have full responsibility for this content, including its legality, reliability, appropriateness, originality, and copyright. You also acknowledge that any information you submit to us is at your own risk of loss.

14. Third Party Services. ClientVoice may allow access to or advertise third-party product or service providers ("Merchants") from which you may purchase certain goods or services. You understand that ClientVoice does not operate or control the products or services offered by Merchants. Merchants are responsible for all aspects of order processing, fulfillment, billing and customer service. ClientVoice is not a party to the transactions entered into between you and Merchants. You agree that use of such Merchants is AT YOUR SOLE RISK AND IS WITHOUT WARRANTIES OF ANY KIND BY CLIENTVOICE, EXPRESSED, IMPLIED OR OTHERWISE INCLUDING WARRANTIES OF TITLE, FITNESS FOR PURPOSE, MERCHANTABILITY OR NON-INFRINGEMENT. UNDER NO CIRCUMSTANCES IS CLIENTVOICE LIABLE FOR ANY DAMAGES ARISING FROM THE TRANSACTIONS BETWEEN YOU AND MERCHANTS OR FOR ANY INFORMATION APPEARING ON MERCHANT SERVICES OR ANY OTHER SERVICE LINKED TO OUR SERVICE.

15. Third-Party Merchant Policies. All rules, policies (including privacy policies) and operating procedures of Merchants will apply to you while on such Services. ClientVoice is not responsible for information provided by you to Merchants. ClientVoice and the Merchants are independent contractors and neither party has authority to make any representations or commitments on behalf of the other.

16. Privacy Policy. Our Privacy Policy, as it may change from time to time, is a part of this Agreement.

17. Payments. You represent and warrant that if you are purchasing something from ClientVoice or from Merchants that (i) any credit information you supply is true and complete, (ii) charges incurred by you will be honored by your credit card company, and (iii) you will pay the charges incurred by you at the posted prices, including any applicable taxes.

18. Securities Laws. This Service may include statements concerning ClientVoice operations, prospects, strategies, financial condition, future economic performance and demand for our products or services, as well as our intentions, plans and objectives (particularly with respect to product and service offerings), that are forward-looking statements. These statements are based upon a number of assumptions and estimates, which are subject to significant uncertainties, many of which are beyond our control. When used on our Service, words like "anticipates," "expects," "believes," "estimates," "seeks," "plans," "intends," "will" and similar expressions are intended to identify forward-looking statements designed to fall within securities law safe harbors for forward-looking statements. The Service and the information contained herein does not constitute an offer or a solicitation of an offer for sale of any securities. None of the information contained herein is intended to be, and shall not be deemed to be, incorporated into any of our securities-related filings or documents.

19. Links to Other Web Services. The Service contains links to other Web Services. ClientVoice is not responsible for the privacy practices or the content of such other Web Services. Also, we assume no responsibility or any other obligations with respect to the suitability of any of these Services for your particular situation. If you decide to leave our Service and access these third-party Services, you do so at your own risk.

20. Proposed Product and Service Offerings. All descriptions of proposed products and services are based on assumptions subject to change and you should not rely on the availability or functionality of products or services until they are actually offered through the Service. ClientVoice reserves the right in its sole discretion to determine how registration and other promotions will be awarded. This determination includes, without limitation, the scope, nature and timing of all such awards.

21. Information and Press Releases. The Service contains information and press releases about ClientVoice. While this information was believed to be accurate as of the date prepared, we disclaim any duty or obligation to update this information or any press releases. Information about companies other than ours contained in the press release or otherwise, should not be relied upon as being provided or endorsed by us.

22. Unlawful Activity. ClientVoice reserves the right to investigate complaints or reported violations of this Agreement and to take any action we deem appropriate including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to user profiles, email addresses, usage history, posted materials, IP addresses and traffic information.

23. Governing Law and Jurisdiction. This Agreement shall be treated as though it were executed and performed in Virginia, and shall be governed by and construed in accordance with the laws of the state of Virginia (without regard to conflict of law principles). Regardless of any statute or law to the contrary, any claim or cause of action by you with respect to the Service (and/or any information, terms, guidelines, Privacy Policy, products or services related thereto) 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 in Section 12 and Section 14. All legal proceedings arising out of or in connection with this Agreement shall be brought solely in Virginia. You expressly submit to the exclusive jurisdiction of said courts and consents to extra-territorial service of process.

24. Severability of Provisions. This Agreement constitutes the entire and only agreement between ClientVoice and you, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Service, the content, products or services provided by or through the Service, and the subject matter of this Agreement. Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. To the extent that anything in or associated with the Service is in conflict or inconsistent with this Agreement, this Agreement shall take precedence. Our failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision. You agree that this Agreement will not be construed against ClientVoice by virtue of ClientVoice having drafted it. You hereby waive any and all defenses you may have based on the electronic form of this Agreement and the lack of signing by the parties hereto to execute the terms of this Agreement.

25. Antispam. ClientVoice has zero-tolerance for spam. Member accounts will be terminated for sending unsolicited email messages. This means that all review requests and other email messages must be sent to people who have opted-in to receiving communications from you, the sender. If you don't have proof that each recipient on your list opted-in for your emails, don't enter them into ClientVoice. We prohibit the use of harvested mailing lists. ClientVoice will terminate accounts violating this prohibition. We prohibit the use of third-party, purchased, or rented mailing lists unless you are able to provide proof that individuals on the list have opted-in to receiving email messages from you. You cannot mail to newsgroups, message boards, distribution lists or unsolicited email addresses. You agree to only use ClientVoice in association with an established list of permission based opt-in email addresses. We provide use of ClientVoice only to those members who follow this strict anti-spam policy. You agree that you shall not utilize ClientVoice to send any commercial electronic mail message (as defined in the CAN-SPAM Act of 2003) to any recipient who has opted out, unsubscribed or otherwise objected to receiving such messages from you or another party on whose behalf you may be commissioned.

26. Termination. ClientVoice may terminate this Agreement for any reason, at any time, with or without notice.