PLEASE READ THESE WEBSITE TERMS OF USE ("TERMS") CAREFULLY PRIOR TO USING NEXUMI COMMUNICATIONS, LLC'S ("NEXUMI'S") WEBSITE, WWW.NEXUMI.COM (THE "SITE"). THE SITE IS ONLY AVAILABLE FOR USE ONLY ON THE CONDITION THAT YOU AGREE COMPLETELY TO THESE TERMS. BY ACCESSING OR USING THE SITE, YOU AND THE ENTITY YOU ARE AUTHORIZED TO REPRESENT ("YOU" OR "YOUR") AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO ALL OF THE TERMS, DO NOT ACCESS OR USE THE SITE.

1. Restrictions on Use of Site

The Site is provided by NEXUMI and available only to entities and persons over the age of legal majority and capable of entering into a legally binding agreement under applicable law. If you do not qualify, you are not permitted to use the Site.

In addition to other restrictions set forth in these Terms, you agree that:

• You shall not disguise the origin of information transmitted through the Site.
• You will not place false or misleading information on the Site.
• You will not use or access any service, information, application or software available via the Site in a manner not expressly permitted by NEXUMI.
• You will not input or upload to the Site any information which contains viruses, Trojan horses, worms, time bombs or other computer programming routines that are intended to damage, interfere with, intercept or expropriate any system or the Site, that infringes the intellectual property rights of another, or otherwise impairs the ability of other users to access or use the Site.
• Certain areas of the Site are restricted to customers of NEXUMI.
• You may not use or access the Site in any way that, in NEXUMI's judgment, adversely affects the performance or function of the Site, or the services offered via the Site, or interferes with the ability of authorized parties to access or use the Site, or the services offered via the Site.

NEXUMI gives you permission to view, copy, print, and distribute NEXUMI's informational material appearing on this Site, subject to other restrictions set forth in these Terms, and the following conditions:

• Site code, including source code for any applications, functionality or features offered via the Site, is expressly excluded
• Material may be used only for your internal, informational, non-commercial purposes.
• Any copy of the material, or portion thereof, must attribute ownership of all intellectual property rights to NEXUMI or the rightful owner.
• You may establish a hypertext link to the Site from your website so long as the page containing the link properly attributes the linked site to NEXUMI and does not in any way imply NEXUMI's sponsorship of your site. However, you may not, without obtaining NEXUMI's written permission, republish, redistribute or otherwise make any copies of the materials on the Site as a part of the link, including by framing or similar means, or otherwise.
• No other use of the material within this Site or portion thereof is permitted without the express written consent of NEXUMI.

2. Scope and Applicability

These Terms govern your access and use of the Site, including all applications and functionality available via the Site, except to the extent such access or use is the subject of a separate agreement, in which case additional terms or agreements may apply to the access or use of certain services or functionality provided by NEXUMI via the Site.

3. Modification of Site and Terms

NEXUMI may, in its sole discretion, modify or amend these Terms, in whole or in part, at any time. NEXUMI, in its sole discretion, may also modify, supplement, delete or update, without notice, any aspect of the Site, in whole or in part, at any time. Your continued use or access of the Site after any changes to these Terms or changes to the Site shall signify your acceptance of those changes.

4. License and Ownership

The Site is the sole property of NEXUMI. Any and all rights, including, without limitation, intellectual property rights, associated with the Site, including, without limitation, rights to its content, code, and applications, are the sole property of NEXUMI, its affiliates or third parties. The Site is protected by trademark, copyright, and/or other intellectual property rights and other laws in both the United States and other countries.

Except as otherwise expressly authorized by these Terms, by applicable law, or by a separate agreement governing the services provided to you by NEXUMI, you may not copy, reproduce, modify, lease, loan, sell, create derivative works from, upload, transmit, or distribute any portion of the Site in any way without NEXUMI's or the appropriate third party's prior written permission. Except to the extent allowed by applicable law, you agree that you shall not reverse-engineer or attempt to reverse-engineer any portion of the Site. Except as expressly provided herein, NEXUMI does not grant to you any express or implied rights to the Site or to NEXUMI's or any third party's intellectual property. NEXUMI grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Site only in the manner presented by NEXUMI, and only for the purposes intended by NEXUMI. Except for this limited license, NEXUMI does not convey any interest in or to the Site or any other NEXUMI property by permitting you to access or use the Site.

5. Content and Liability Disclaimer

NEXUMI uses reasonable efforts to include accurate, complete and current information on this Site. However, NEXUMI does not warrant that the content herein is accurate, complete, current, or free of technical or typographical errors. It is your responsibility to verify any information before relying on it. Links on the Site to third party websites or information are provided solely as a convenience to you. If you use these links, you will leave the Site and will be subject to the terms of use and privacy policies applicable to those websites. Such links do not constitute or imply an endorsement, sponsorship, or recommendation by NEXUMI of the third party, the third-party website, or the information contained therein. NEXUMI is not responsible for the availability of any such websites, and is not responsible or liable for any content thereon. It is up to you to take precautions to ensure that whatever website you select for your use is free of items such as viruses, worms, Trojan horses and other items of a destructive nature.

 THIS SITE IS PROVIDED ON AN "AS IS" BASIS, AND USE OF THIS SITE IS AT YOUR OWN RISK. NEXUMI, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

 NEXUMI MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY, COMPLETENESS, SECURITY OR TIMELINESS OF THE CONTENT, INFORMATION OR SERVICES PROVIDED ON OR THROUGH THE USE OF THE SITE. NO INFORMATION OBTAINED BY YOU FROM THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED BY NEXUMI IN THESE TERMS OR IN A SEPARATE AGREEMENT BETWEEN YOU AND NEXUMI.

NEXUMI, OR ANY PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THIS SITE, SHALL NOT BE LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL INDIRECT OR PUNITIVE DAMAGES OR ANY DAMAGES WHATSOEVER ARISING OUT OF YOUR ACCESS, USE OR INABILITY TO USE THIS SITE OR ON ANY OTHER HYPERLINKED WEBSITE, OR ANY ERRORS OR OMISSIONS IN THE CONTENT THEREOF, EVEN IF NEXUMI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.

IF APPLICABLE LAW PROHIBITS OR RESTRICTS THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THEN NEXUMI'S LIABILITY IS LIMITED AND WARRANTIES ARE DISCLAIMED TO THE GREATEST EXTENT PERMITTED BY LAW, BUT LIABILITY SHALL, IN NO EVENT, EXCEED $100.00. STATUTORY RIGHTS THAT CANNOT BE WAIVED, IF ANY, ARE NOT AFFECTED BY THESE PROVISIONS. YOU AGREE AND ACKNOWLEDGE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND WARRANTY PROVIDED IN THESE TERMS OF USE ARE FAIR AND REASONABLE.

6. Submissions or Contributions

Any comments, suggestions or other information you send to NEXUMI is provided without restriction or obligation on NEXUMI and (a) will not be considered confidential or proprietary, (b) NEXUMI and its affiliates are under no obligation to keep such information confidential, and (c) NEXUMI will have an unrestricted, irrevocable, worldwide, royalty free right to use, communicate, reproduce, publish, display, distribute and exploit such submissions in any manner it chooses.

7. Consent to Monitoring

NEXUMI is under no obligation to monitor the material residing on or transmitted to this server. However, anyone using this server agrees that NEXUMI may monitor the server contents periodically to (1) comply with any necessary laws, regulations or other governmental requests, or (2) to operate the server properly or to protect itself and its users. NEXUMI reserves the right to modify, reject, or eliminate any material residing on or transmitted to its server that it, in its sole discretion, believes is unacceptable or in violation of the law or these terms and conditions.

NEXUMI systems and applications with access control may be used ONLY by authorized users. User processing activities will be monitored for administrative and security purposes. Anyone using these systems or applications expressly consents to such monitoring and to the use of any evidence of unauthorized access, use or modification for criminal prosecution.

8. Compliance and Conduct

You agree to use the Site in strict compliance with all applicable laws, rulings and regulations and in a manner that does not, in NEXUMI's sole judgment, negatively reflect on the goodwill or reputation of NEXUMI. You further agree that you shall take no actions which would cause NEXUMI to be in violation of any laws, rulings or regulations applicable to NEXUMI. You agree not to take any action that might compromise the security of the Site, render the Site inaccessible to others or otherwise cause damage to the Site. You agree not to use the Site in any manner that might interfere with the rights of third parties.

9. Jurisdiction and Governing Law

EXCEPT AS OTHERWISE AGREED UPON, TO THE FULLEST EXTENT PERMITTED BY LAW, YOU HEREBY EXPRESSLY AGREE THAT ANY PROCEEDING ARISING OUT OF OR RELATING TO YOUR USE OF THE SITE SHALL BE INSTITUTED IN THE VENUE OF THE STATE COURTS LOCATED IN THE COUNTY OF CLAY, STATE OF MISSOURI, OR ONLY IF APPLICABLE EXCLUSIVE FEDERAL LAW, THEN IN THE UNITED STATES DISTRICT COURT - WESTERN DISTRICT OF MISSOURI. YOU HEREBY CONSENT TO THE JURISDICTION OF THE COURTS OF THE COUNTY OF CLAY, STATE OF MISSOURI, OR THE FEDERAL COURTS LOCATED IN THE UNITED STATES DISTRICT COURT - WESTERN DISTRICT OF MISSOURI, AS APPLICABLE, AND WAIVE ANY OBJECTION TO THIS VENUE.

TO THE FULLEST EXTENT PERMITTED BY LAW, THESE TERMS ARE GOVERNED BY THE INTERNAL SUBSTANTIVE LAWS OF THE STATE OF MISSOURI, U.S.A., WITHOUT REGARD TO ANY CHOICE OF LAW PRINCIPLES THAT COULD RESULT IN THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.

10. Indemnification

You agree to indemnify, defend and hold harmless NEXUMI, its parent companies, subsidiaries, affiliated companies, joint venturers, business partners, licensors, employees, and agents from and against all claims, losses, expenses, damages and costs (including, but not limited to, direct, incidental, consequential, exemplary and indirect damages), and reasonable attorneys' fees, resulting from or arising out of your use, misuse, or inability to use the Site or any violation by you of these Terms.

11. Account Signup and Security

If you sign up for an account on the Site, you agree to provide, truthfully and accurately, all information requested by NEXUMI during the signup process. This information is required by NEXUMI to verify your identity, to establish your account, and to set up any services you may obtain. If NEXUMI, in its sole judgment, has any reason to doubt the accuracy or legitimacy of the information provided, or has any reason to doubt that the information provided is sufficient to verify your identity, NEXUMI may deny you an account, terminate or suspend your existing account, or terminate or suspend your access to or use of the Site. By signing up for an account on the Site, you authorize us to communicate with you regarding your account using any of the personal information you provided. If you register for an account on the Site, you are responsible for maintaining the confidentiality of your account login and password information, and for restricting access to your computer, or computers you use, to prevent unauthorized access to your account. You agree to accept all responsibility and liability for all activities that occur under your account.

12. Termination

You agree that NEXUMI, in its sole discretion, may terminate or suspend your use of the Site at any time and for any or no reason. Upon such suspension or termination, you must immediately (a) discontinue use of the Site, and (b) destroy any copies you have made of any portion of the Site. Accessing the Site, after such termination, suspension or discontinuation shall constitute an act of trespass. Further, you agree that NEXUMI shall not be liable to you or any third party for any termination or suspension of your access to the Site.