1. READ THIS: This Terms of Use Agreement (“Agreement” or “Terms of Use”) is made by and between VIP TECH SYSTEMS, LLC and its affiliates (collectively, the “Company”) and you, the user (“you”, “your” or “User”) for the use of Company’s website, getdriversondemand.com, as well as any online features, services, and/or programs offered by Company (collectively, the “Website”).

This Agreement contains the complete terms and conditions that govern the use of the Website. BY CLICKING THE “I AGREE” BUTTON BELOW OR BY ACCESSING, VISITING, BROWSING, USING, OR ATTEMPTING TO INTERACT WITH OR USE ANY PART OF THIS WEBSITE, OR OTHER COMPANY SOFTWARE, SERVICES, WEBSITES, OR CONTENT, YOU AFFIRM THAT YOU ARE AT LEAST 18 YEARS OF AGE AND AGREE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT.

IF YOU ARE UNDER THE AGE OF 18 OR IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, DO NOT ACCESS OR USE ANY PART OF THIS WEBSITE.

COMPANY RESERVES THE RIGHT, WITH OR WITHOUT NOTICE TO YOU, TO MAKE CHANGES TO THIS AGREEMENT AT COMPANY’S DISCRETION. YOUR CONTINUED USE OF ANY PART OF THE WEBSITE OR ANY SERVICES OF THE COMPANY CONSTITUTES YOUR ACCEPTANCE OF SUCH CHANGES TO THIS AGREEMENT. YOU SHOULD REVIEW THIS AGREEMENT PERIODICALLY TO DETERMINE IF ANY CHANGES HAVE BEEN MADE. THE MOST CURRENT VERSION OF THIS AGREEMENT, WHICH SUPERSEDES ALL PREVIOUS VERSIONS, CAN BE REVIEWED BY GOING TO: getdriversondemand.com/termsofuse.

2. ACCESS TO WEBSITE. To access the Website, site resources, links or other content, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide will be correct, current, and complete. If Company believes the information you provide is not correct, current, or complete, Company has the right to deny access to the Website, or to any of its resources, and to terminate or suspend your access at any time. Your access to the Website is also conditioned upon the payment of all registration and user fees in accordance with the terms described in your payment authorization form, which must be signed by you and returned to the Company prior to gaining initial access to the Website. The terms of said payment authorization form are hereby incorporated by reference and any breach thereof shall be construed as a breach of these Terms of Use.

3. APPLICABLE USE OF WEBSITE. You may use the Website only for purposes expressly permitted by this Agreement. As a condition of your use of the Website, you warrant to Company that you will not use the Website for any purpose that is unlawful, immoral, or otherwise prohibited by these terms, conditions, and notices.

4. NO CO-BRANDING OR FRAMING. You may not use or authorize any party to co-brand or frame the Website without the express prior written permission of an authorized representative of Company in each instance. For purposes of these Terms of Use, “co-branding” means to display a name, logo, trademark, trade name, service mark, or other means of attribution or identification of any party in such a manner as is reasonably likely to give a user the impression that such other party has the right to display, publish, or distribute the Website or content accessible within the Website. For purposes of these Terms of Use, “framing” refers to displaying any Company webpage within a bordered area of another website, regardless of whether the address of the originating Company Website is visible. Furthermore, you agree to cease any unauthorized co-branding or framing immediately upon notice from Company.

5. NO UNLAWFUL ACCESS. You agree that you will not use the Website in any manner that could in any way disable, overburden, damage, or impair the Website or otherwise interfere with any other party’s use and enjoyment of the Website. You further agree that you will not obtain, or attempt to obtain, any materials, content, or information by any means not expressly made available or provided for through the authorized use of the Website.

You agree not to, without the express prior written consent of Company: (a) reproduce, duplicate, copy, sell, resell, or exploit any portion of the Website’s Content (hereinafter defined) or any service provided by the Company that you do not own, (b) use the Content or any services provided by the Company that you do not own, or (c) provide access to the Content or any service provided by the Company that you do not own.

6. PROPRIETARY INFORMATION. You acknowledge and agree that all content found on the Website, including all contact and other information identifying customers driven to the Website by Company, any necessary software used in connection with the Website, and any of the services provided by the Website (the “Content”), contain proprietary and confidential information that is the property of Company and its licensors and is protected by applicable intellectual property and other laws. No rights or title of to any of the Content used in connection with the Website is provided, transferred or assigned to you. You further acknowledge and agree that Content contained in advertisements or information presented to you through the Website or advertisers is protected by copyright, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by the Company or its advertisers, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Content, in whole or in part. You also acknowledge Company’s exclusive rights in the Website’s trademarks and service marks.

7. TRADEMARKS AND COPYRIGHTS. Trademarks, service marks, logos, trade names, and copyrighted works (hereinafter, “Intellectual Property”) appearing on this Site are the property of Company or the party that provided the Intellectual Property to Company. Company and any party that provides Intellectual Property to Company retain all rights with respect to any of their respective Intellectual Property appearing in this Site and do not transfer at any time to user and/or any other third party.

8. HYPERLINKING. The Website may be hyperlinked to and by other websites which are not maintained by, or related to, Company. Hyperlinks to such sites are provided as a service to Users and are not sponsored by, endorsed or otherwise affiliated with the Website or Company. Company has not reviewed any or all of such sites and is not responsible for the content of any linking sites, and any links made directly from a Company Website to another web page should be accessed at the User’s own risk. Company makes no representations or warranties about the content, completeness, quality or accuracy of any such website, and as such, shall not be liable in connection with any loss, damage, cost or injury associated with any access thereto via the Website.

9. USE OF COMMUNICATION SERVICES. The Website may contain direct email platforms, forums, bulletin board services, chat areas, message boards, news feeds, news groups, communities, personal web pages, calendars, and/or other message or communication facilities designed to allow you to communicate with the Internet community, customers, or other groups (collectively, “Communications Services”). You agree to use the Communication Services only to post, send, and receive messages and content that are considered proper and related to the particular Communication Service. Among other actions, when using a Communication Service, you agree that you will not post, send, submit, publish, or transmit in connection with the Website, or cause to be posted, sent, submitted, published or transmitted, any material that:

a. you do not have the right to post, including without limitation any proprietary material of any third party protected by intellectual property laws (or by rights of privacy or publicity);

b. advocates or could reasonably serve to encourage, either directly or indirectly, any illegal or immoral activity, or discusses an intent to commit an illegal act or violate any law, rule, or regulation;

c. is vulgar, obscene, pornographic, incendiary, or indecent;

d. threatens or abuses others;

e. is libelous or defamatory towards others;

f. is racist, abusive, harassing, threatening or offensive;

g. seeks to exploit or harm children by exposing them to inappropriate content, or asking for personally identifiable details or information;

h. harvests or otherwise collects information about others, including e-mail addresses, financial information or other personally identifying information, without their prior express consent in each instance;

i. impersonates or misrepresents your connection to any other entity or person or otherwise manipulates or forges headers or identifiers to disguise the origin of content;

j. falsifies or deletes any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is permissibly uploaded (e.g., copyright, trademark or patent notices);

k. advertises any commercial endeavor (e.g., offering for sale products or services) or otherwise engages in any commercial activity (e.g., conducting raffles or contests, displaying sponsorship banners, and/or soliciting goods or services) except as may be specifically authorized on the Website;

l. solicits funds, advertisers or sponsors for any purpose;

m. includes programs that contain viruses, worms and/or Trojan horses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications device;

n. disrupts the normal flow of dialogue, causes a screen to scroll faster than other users are able to type, or otherwise acts in a way which affects the ability of other people to engage in real-time activities via the Website;

o. amounts to a pyramid or other like scheme, including without limitation contests, chain letters, and surveys;

p. disobeys any policy or regulations including any code of conduct or other guidelines established from time to time regarding the use of the Website and/or any networks connected to the Website; or

q. contains hyperlinks to other sites that contain content that falls within the scope of this Section.

You acknowledge that any materials uploaded to the Communication Service may be subject to posted limits on use, reproduction, and/or dissemination, and you are responsible for abiding by such limitations with respect to your submissions, including any downloaded materials. Notwithstanding these rights, you remain solely responsible for the content of your submissions. You acknowledge and agree that neither Company nor any third party that provides Content to Company will assume or have any liability for any action made by Company or such third party with respect to any submission.

You acknowledge that the Website may or may not pre-screen materials uploaded to the Communication Service, yet the Company and its designees shall have the right, but not the obligation, in its sole discretion, to pre-screen, refuse, remove, or delete any Content that violates this Agreement or is otherwise objectionable as determined by the Company in its sole discretion.

The Company reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Communication Services (or any part thereof) with or without notice. You agree that the Company will not be liable to you or any third party for any modification, suspension, or discontinuance of the Communication Services.

WHILE THE COMPANY EXPLICITLY PROHIBITS THE ABOVE CONDUCT, YOU ACKNOWLEDGE AND AGREE THAT YOU MAY BE EXPOSED TO SUCH CONDUCT AND CONTENT, AND THAT YOUR USE OF THE WEBSITE IS ENTIRELY AT YOUR OWN RISK, AND THAT THE COMPANY SHALL HAVE NO LIABILITY OF ANY KIND FOR SUCH CONDUCT.

YOU UNDERSTAND AND AGREE THAT IF YOUR USE OF COMMUNICATIONS SERVICES VIOLATES ANY OF THE ABOVE CODES OF CONDUCT, THE COMPANY CAN SUSPEND AND/OR TERMINATE YOUR USE OF THE WEBSITE IMMEDIATELY WITHOUT PRIOR NOTICE AND WITHOUT ANY RIGHT OF REFUND, SET-OFF, OR HEARING.

10. TERMINATION. Company reserves the right to monitor use of the Website to determine compliance with these Terms of Use, as well as the right to edit, refuse to post, or remove any information or materials, in whole or in part, at its sole discretion. Company reserves the right to terminate or suspend your access to the Website at any time, without notice, for conduct that Company believes, in its sole and absolute discretion, violates these Terms of Use and/or is harmful to other users of the Website, to Company, or to other information providers. You have the right to terminate your use of the Website and deactivate your registrations by notifying Company in writing at the email or mailing address provided at the end of this Agreement. Such termination by you shall take effect as of the last day of the current billing cycle for your monthly membership fee. You shall not be entitled to any refund or proration of fees paid by you for use of the Website in the event of termination, either by you or by Company, before the last day of the current billing cycle. Any termination, whether initiated by you or by the Company, will not affect your rights and obligations or the rights and obligations of the Company under these Terms of Service that have arisen before the effective date of such termination.

11. PERSONALLY IDENTIFIABLE INFORMATION. Personal and certain other information submitted through the Website is subject to the Company’s privacy policy, which can be found at getdriversondemand.com/privacy (the “Privacy Policy”) and is hereby incorporated by reference. In an effort to preserve your privacy, Company agrees that it will treat any personally identifying information that you submit through the Website in accordance with the terms outlined in the Privacy Policy as well as in conformity with all applicable laws, rules, and regulations.

12. DISCLAIMER & LIMITATIONS ON LIABILITY. You understand that Company cannot and does not guarantee or warrant that files available for downloading from the Website will be free of viruses, worms, Trojan horses, or other code that may cause damage or harm to your computer(s) or network(s). You acknowledge that you will be solely responsible for implementing sufficient procedures and checkpoints to protect your computer(s) and network(s), and that you will maintain adequate means of backup of your personal data, external to the Website. Company further disclaims any responsibility to ensure that the Content located on the Website is necessarily complete and up-to-date.

USE OF THE WEBSITE IS AT YOUR SOLE RISK. THE WEBSITE’S SERVICES AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE COMPANY MAKES NO WARRANTY THAT (1) ITS SERVICES WILL MEET YOUR REQUIREMENTS, (2) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (3) THE RESULTS OF USING THE SERVICE WILL BE ACCURATE OR RELIABLE, (4) THE QUALITY OF ANY CONTENT, PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED THROUGH YOUR USE OF THE WEBSITE OR ANY OF COMPANY’S SERVICES WILL MEET YOUR EXPECTATIONS, OR (5) THAT ANY ERRORS IN THE WEBSITE’S SOFTWARE WILL BE CORRECTED.

COMPANY, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, WILL NOT BE LIABLE FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING LOSS OF REVENUE OR INCOME, PAIN AND SUFFERING, EMOTIONAL DISTRESS, OR SIMILAR DAMAGES.

IN NO EVENT WILL THE COLLECTIVE LIABILITY OF COMPANY AND ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, TORT, OR OTHERWISE), EXCEED THE GREATER OF $100 OR THE AMOUNT YOU HAVE PAID TO COMPANY FOR THE APPLICABLE CONTENT OR SERVICE OUT OF WHICH LIABILITY AROSE. ALL CLAIMS MADE BY YOU HEREUNDER MUST BE MADE WITHIN ONE YEAR OF THE ACTION TO WHICH SUCH CLAIM RELATES OR FOREVER BE BARRED.

13. INDEMNITY. YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD COMPANY, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, CONTENT PROVIDERS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, DIRECTORS, AND CONTRACTORS (COLLECTIVELY, THE “INDEMNIFIED PARTIES”) HARMLESS FROM ANY BREACH OF THESE TERMS OF USE BY YOU, INCLUDING ANY USE OF CONTENT OTHER THAN AS EXPRESSLY AUTHORIZED IN THESE TERMS OF USE. YOU AGREE THAT THE INDEMNIFIED PARTIES WILL HAVE NO LIABILITY IN CONNECTION WITH ANY SUCH BREACH OR UNAUTHORIZED USE, AND YOU AGREE TO INDEMNIFY ANY AND ALL RESULTING LOSS, DAMAGES, JUDGMENTS, AWARDS, COSTS, EXPENSES, AND ATTORNEYS’ FEES OF THE INDEMNIFIED PARTIES IN CONNECTION THEREWITH. YOU WILL ALSO INDEMNIFY, DEFEND, AND HOLD THE INDEMNIFIED PARTIES HARMLESS FROM AND AGAINST ANY CLAIMS BROUGHT BY THIRD PARTIES ARISING OUT OF YOUR USE OF THE INFORMATION ACCESSED FROM THE WEBSITE.

14. SECURITY. Any passwords used for the Website are for individual use only. You will be responsible for the security of your password(s) at all times and any activity that takes place on the Website under your User registration. From time to time, Company may require that you change your password. You are prohibited from using any services or facilities provided in connection with the Website to compromise security or tamper with system resources and/or accounts. The use or distribution of tools designed for compromising security (e.g., password crackers, rootkits, Trojan horses, or network probing tools) is strictly prohibited. If you become involved in any violation of system security, Company reserves the right to release your account details to the system administrators of other websites and/or the authorities in order to assist them in resolving security incidents. If you become aware of any unauthorized use of your username and/or password, it is your responsibility to notify the Company immediately.

15. NON-TRANSFERABILITY OF USER ACCOUNTS; ASSIGNMENT. User accounts, registrations, and/or login credentials are non-transferable, and you are obligated to take preventative measures to prohibit unauthorized users from accessing the Website with your login credentials. You may not assign these Terms of Use, in whole or in part, or delegate any of your responsibilities hereunder to any third party. Any such attempted assignment or delegation will not be recognized by Company unless acknowledge by Company in writing. Company may, at any time and in its sole discretion, assign these Terms of Use, in whole or in part, or delegate any of its rights and responsibilities hereunder to any third party or entity.

16. DISCLOSURES REQUIRED BY LAW. Company reserves the right at all times to disclose any information, including personally identifiable information about you, as necessary to satisfy any applicable law, regulation, legal process or governmental request. Company reserves the right to fully cooperate with any law enforcement authority or court order requesting or directing Company to disclose the identity of anyone posting any Content, or publishing or otherwise making available any materials that are believed to violate these Terms of Use.

BY ACCEPTING THIS AGREEMENT, YOU WAIVE ALL RIGHTS AND AGREE TO HOLD THE COMPANY HARMLESS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER THE COMPANY OR LAW ENFORCEMENT AUTHORITIES.

17. DISPUTES. If there is any dispute about or involving these Terms of Use, the Website and/or any Communications Services, you agree that any dispute shall be governed by the laws of the State of Utah, notwithstanding any principles of conflicts of law. You specifically consent to personal and exclusive jurisdiction by and venue in the State and Federal courts of Salt Lake City, Salt Lake County, Utah in connection with any dispute between you and Company arising out of or involving this Agreement, the Website and/or any Communications Services.

18. GENERAL PROVISIONS.

a. If any part of these Terms of Use is found by a court of competent jurisdiction to be unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions.

b. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Company as a result of this Agreement or use of Company’s Websites.

c. These Terms of Use and any other agreements incorporated by reference herein constitute the entire agreement among the parties relating to the subject matter hereof, and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written between you and Company with respect to the Website. Notwithstanding the foregoing, you may also be subject to additional terms and conditions, posted policies (including but not limited to the Privacy Policy), guidelines, or rules that may apply when you use the Website or any of the Company’s services. Company may revise these Terms of Use at any time by updating this posting. You should review this Agreement from time to time to determine if any changes have been made to this Agreement. Your continued use of the Website after any changes have been made to this Agreement signifies and confirms your acceptance of any changes or amendments to this Agreement.

d. The failure of Company to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. Any waiver of this Agreement by Company must be in writing and signed by an authorized representative of the Company.