TreasuryPay, Inc. dba Instant Intelligence, Inc. (“INSTANT”) a Delaware Corporation, has created, owns, and operates multiple websites, (each individually referred to here under as “INSTANT Website” and collectively “INSTANT Websites”). The INSTANT Websites allow you (“You” or “Your”) and other INSTANT software experts, developers, users, and other interested parties (each, a “User” and collectively, “Users”) to engage in a variety of activities, such as find information, purchase and/or research INSTANT and related software and services, obtain support for INSTANT software and services, share information with INSTANT and third parties, post comments, blog, provide reviews, vote on prospective features, and engage in conversations and activities related to INSTANT’s products and services. The Websites also include information created and published by INSTANT (“INSTANT Materials”) and third parties (“User Content”), such as text, images, photographs, graphics, audio and video, data, code, and software (collectively, the INSTANT Materials and User Content are referred to as “Content”).

2. ACCEPTANCE OF TERMS

Your access and use of the INSTANT Websites is subject to and governed by these Terms of Use, also referred to as “TOU”, including any additional or different disclaimers, legal notices, agreements, or terms and conditions that may apply to Your use of or access to any particular INSTANT Website, INSTANT Materials, or User Content. If there is a conflict between the terms in this TOU and any additional legal terms, the additional legal terms shall control. This TOU forms a legally binding agreement between You and INSTANT. By clicking an “I Accept” button as part of a registration process, or otherwise demonstrating your consent to this TOU through a process established by INSTANT, You accept and agree to abide by the terms of this TOU. If You do not agree to the terms of this TOU, You should not click an “I Accept” button (or equivalent) or attempt to access or use any INSTANT Website, INSTANT Materials, or User Content.

INSTANT may modify the TOU to reflect changes in INSTANT’s business, applicable law, or for other reasons deemed necessary by INSTANT. If the terms of the TOU change, INSTANT will provide notice, which may include but is not limited to notice provided through the Websites or a INSTANT user account. Except where prohibited by law, updates to the TOU will apply once the changes have been posted or notice has otherwise been given. Changes to the TOU will, however, not apply retroactively. If You do not agree to changes made to the TOU, You must discontinue your use of the affected INSTANT Website, INSTANT Materials, or User Content.

3. USER CONTENT/LICENSE TO INSTANT

INSTANT does not claim ownership of User Content that you post, upload, input or submit to any INSTANT Website. By posting, transmitting or uploading any User Content, including any article, information, data, code, text, software, documentation, graphic, image, marketing material, video, photograph, message, suggestion, feedback, idea, or posting to any forum, wiki, or blog on any INSTANT Website, You grant to INSTANT a perpetual, irrevocable (subject to mandatory data protection requirements), non-exclusive, world-wide, fully-paid up and royalty free license to use such User Content without restrictions of any kind and without any payment or other consideration of any kind, or permission or notification, to you or any third party. This license includes, without limitation, the irrevocable (subject to mandatory data protection requirements) right to reproduce, prepare derivative works, combine with other works, alter, translate, distribute copies, display, perform, license and provide the User Content to third parties; to make, have made, offer to sell, sell, lease, or otherwise distribute any User Content or product; and to practice any method, embodying such User Content (including the right to sub-license any of the foregoing).

You represent and warrant to INSTANT that You have the right, title, and/or authority to grant such license to INSTANT. INSTANT may elect not to post or publish User Content that You submit. If INSTANT elects to post or publish Your User Content, INSTANT may in its sole discretion withdraw the posted or published User Content for any reason and without notice even if INSTANT has previously indicated to You that INSTANT might or will post the User Content You have submitted.

You acknowledge and agree that the relationship between You and INSTANT is not a confidential, fiduciary, or other special relationship. INSTANT shall have the right, but not the obligation, to use Your name, likeness, biography and other information about You that You have provided in connection with any use of the User Content You submit, and INSTANT may continue to use this information after any termination of your account or Your access to the Websites for the purpose of identifying the source of User Content that you previously submitted. Nothing in this TOU shall prohibit or restrict INSTANT’s right to create or obtain User Content or submissions similar to or competitive with the User Content that You have submitted.

4. PERMISSIBLE USE OF INSTANT WEBSITES AND CONTENT

The INSTANT Websites, the INSTANT Materials, and the User Content are for your non-commercial use, that is, your use must not be intended for or directed towards commercial advantage or monetary compensation. You may not copy, modify, distribute, transmit, display, perform, publish, license, create derivative works from, transfer, rent, lease, or sell the INSTANT Websites, INSTANT Materials, or User Content. You may, however, download, store, and display on your computer or other electronic device, solely to view, listen to, play and print INSTANT Materials and User Content; provided that: (a) the INSTANT Materials and User Content may only be used for informational, non-commercial purposes and will not be copied or posted on any computer network, or otherwise published, broadcast, or distributed in any manner or media; and (b) the INSTANT Materials and User Content may not be modified or altered in any way, including any copyright notices.

You may not use the INSTANT Websites in any manner that could damage, disable, overburden, or impair any INSTANT server, or the network(s) connected to any INSTANT server, or interfere with any other party’s use and enjoyment of any INSTANT Website. You may not attempt to gain unauthorized access to any INSTANT Website, other accounts, computer systems or networks connected to any INSTANT server, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the INSTANT Websites.

You agree not to use a INSTANT Website to:

publish, upload, post, email, transmit or otherwise make available any User Content that (a) You do not have the right to make available, (b) is unlawful, harmful, vulgar, obscene, hateful, or racially, ethnically or otherwise objectionable, (c) infringes any Intellectual Property Rights of any party, (d) includes any unsolicited or unauthorized advertising, promotional materials, surveys, junk mail, spamming, chain letters, or any other form of solicitation, commercial or otherwise, or (e) contains a software virus, Trojan horse, worm, time bomb, cancelbot, corrupted file, or any other computer file or software designed to interrupt, destroy, damage or limit the functionality of any computer hardware, software or other property;

defame, harass, abuse, stalk, threaten or violate the legal rights of others such as rights of privacy and publicity or business integrity;

impersonate any person or entity, including, but not limited to, an INSTANT official, INSTANT employee, or any other third party, or falsely state or otherwise misrepresent Your affiliation with a person or entity;

forge email headers or otherwise manipulate identifiers in order to disguise the origin of any User Content transmitted through the INSTANT Websites;

download any file or User Content posted by another user that You know, or reasonably should know, should not be legally reproduced, displayed, performed and/or distributed in such manner;

interfere with or disrupt the servers, or networks which support the INSTANT Websites, or disobey any requirements, procedures, policies or regulations of networks connected to the INSTANT Websites;

violate any applicable local, state, national or international law and any regulations;

harvest, collect, or store personal information or data of other users.

5. TERMINATION OF USE

INSTANT may, in its sole discretion, at any time discontinue providing or limit access to the INSTANT Websites, any areas of the INSTANT Websites, or any INSTANT Materials or User Content provided on or through the INSTANT Websites. You agree that INSTANT may, in its sole discretion, at any time, terminate or limit your access to, or use of, any or all of the INSTANT Websites or any INSTANT Material or User Content. In the event You are in material breach of the TOU, INSTANT may, at its sole discretion, suspend or terminate Your account, delete Your Content from the INSTANT Website, and refuse You any current or future use of an INSTANT Website without notice. INSTANT shall not be liable to You or any third party for any such suspension or termination.

If You wish to terminate your account, you may do so by submitting your request via email to webmaster@inst.com. Please note that in the event that you elect to terminate your account, INSTANT has the right and may elect to continue to post and publish on the Websites personally identifying information associated with User Content that You have posted.

6. INSTANT CONTACT

INSTANT is not obligated to evaluate or provide any comments to you regarding User Content that you submit. At INSTANT’s sole discretion, INSTANT may contact you with critiques, updates, feedback, status or questions regarding your submission. In no event will any such contact or communication from INSTANT obligate INSTANT to adopt your submission, provide a timeframe for evaluation, or even provide any additional communication regarding your submission.

7. CONFIDENTIAL INFORMATION

1.    Except for INSTANT Websites which are clearly identified as non-public forums (each a “Non-Public Forum”), INSTANT Websites are intended to be public forums, and You agree not to provide INSTANT or other Users with any confidential or proprietary information that You or the owner of the information do not intend to become public information. Except for User Content clearly labeled as confidential that You upload into a Non-Public Forum, any User Content that You send or upload to a INSTANT Website will be deemed NOT to be confidential or proprietary, and You expressly agree that You waive any trade secret or other confidentiality rights with respect to such User Content.

2.    You agree not to reproduce any Confidential Information to which you are provided access through a INSTANT Website in any form except as authorized at the time of disclosure. Any reproduction of Confidential Information shall remain the property of INSTANT or the third party that has prepared such information and shall contain any and all confidential or proprietary notices or legends which appear on the original. You agree to (a) take all reasonable steps (defined below) to keep all Confidential Information strictly confidential, (b) to use Confidential Information solely as authorized at the time of disclosure and (c) not to disclose, any Confidential Information to any party without the prior written consent of INSTANT or the third party that has prepared such information. You do not acquire any rights in Confidential Information except the limited rights as described herein. In no event shall You use Confidential Information to create, enhance, modify, rent, lease, loan, sell, distribute or create derivative works based on the INSTANT Software or INSTANT Websites, or compete with INSTANT Software or INSTANT Websites in whole or in part. As used herein, “Confidential Information” shall mean all trade secrets, intellectual property rights, and other information INSTANT or third parties protect against unrestricted disclosure to others which is (i) either labeled Confidential and accessed through a restricted or non-public area of a INSTANT Website or pursuant to software downloads, or (ii) reasonably identifiable as confidential based on the type of information and the manner of its disclosure. As used herein “reasonable steps” means those steps You and/or Your Company take to protect Your own Confidential Information, which shall not be less than the industry standard of care.

ALL USER CONTENT POSTED BY YOU TO A INSTANT WEBSITE, WHETHER INTO A PUBLIC FORUM OR NON-PUBLIC FORUM, SHALL BE AT YOUR OWN RISK, AND INSTANT TAKES NO RESPONSIBILITY FOR THE USE OR MISUSE OF ANY SUCH UPLOADED INFORMATION BY ANY OTHER USER OF A INSTANT WEBSITE.

8. YOUR INFORMATION, PRIVACY, AND DATA PROTECTION

Some of the INSTANT Websites require that You become a registered user. Before you can use these Websites, You have to register with INSTANT and provide INSTANT with certain information, which may include personally identifiable information, such as your name and your email address (“Personal Data”). By providing INSTANT with Personal Data, You expressly agree that INSTANT may collect, use, store and otherwise process Your Personal Data for the purpose of providing you with access to the Websites and related activities and communications in which you agree to participate.

You are responsible for and agree to provide INSTANT with complete, true, and current information, including Personal Data, and to keep Your Personal Data accurate and up to date. You can always correct or update Your Personal Data. Furthermore, You may request information about Your Personal Data stored with INSTANT, or the correction (in case the relevant Website is not allowing You to correct or update your information), or deletion of Your Personal Data by contacting webmaster@inst.com. Please note that if You request the deletion of your account or Personal Data, You might not be able to further access and use the INSTANT Websites and your User Content.

You are solely responsible with regard to usage and security of Your password and any activities that occur under Your account. You shall not use the account of anyone else at any time. You understand and agree that INSTANT collects, uses, stores and otherwise processes Your personal information and utilization data and may share such data with third party service providers for the purposes of improving or providing the INSTANT Websites subject to INSTANT’s Privacy Statement.

YOU AGREE TO COMPLY WITH THE TERMS OF THE INSTANT PRIVACY STATEMENT, WHICH CAN BE FOUND BY CLICKING ON THE ‘PRIVACY’ LINK AT THE BOTTOM OF EACH WEB PAGE ON INSTANT WEBSITES.

9. INTELLECTUAL PROPERTY RIGHTS

As used herein, “Intellectual Property Rights” means patents of any type, design rights, utility models or other similar invention rights, copyrights, trademarks, service marks, trade secret or confidentiality rights, and any other intangible property rights including applications for any of the foregoing, in any country, arising under statutory or common law or by contract and whether or not perfected, now existing or hereafter filed, issued, or acquired.

All Intellectual Proprietary Rights to any INSTANT Software, the INSTANT Websites, INSTANT Materials, and User Content belongs to INSTANT or the individual or entity that submitted it. Nothing in this TOU shall be deemed to give You the right to modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative words from, transfer, or sell any INSTANT Software, the INSTANT Websites, any INSTANT Materials, or any User Content for any reason, unless otherwise expressly permitted by the TOU or by law. You hereby agree to assign and do assign to INSTANT (and INSTANT accepts such assignment) any modifications or derivative works of any INSTANT Software, the INSTANT Websites, and INSTANT Materials made by You in contravention of this limitation without remuneration of any kind.

11. USE OF INSTANT AND THIRD PARTY SOFTWARE

Your access and use of any software or related documentation, including developer tools and sample code, and any application program interface information provided on a INSTANT Website (collectively “Software”) is governed by the software license agreement and related documents and terms (e.g., attachments, exhibits, order form, disclaimers, etc.) (“License Agreement”) that accompanies such Software. You may not use or install any Software that is accompanied by a License Agreement unless and until You first agree to the terms of the License Agreement. You must not modify, decompile, or reverse engineer any Software, except to the extent expressly permitted by applicable law or the License Agreement.

In the event that Software provided through a INSTANT Website is not accompanied by a License Agreement: the Software may be used solely for your personal, informational, noncommercial purposes; the Software may not be modified or altered in any way; and the Software may not be redistributed.

All INSTANT Software is the copyrighted work of INSTANT. Unauthorized copying, distribution, modification, public display, or public performance of copyrighted works, including the INSTANT Software, is an infringement of the copyright holder’s rights.

You agree to indemnify and hold INSTANT, its affiliates, subsidiaries, officers, agents, partners, employees, and licensors harmless from any claim or demand, including reasonable attorney’s fees, made by any third party due to or arising out of Your User Content or Your usage of a INSTANT Website, Your breach of this TOU, any additional legal terms, or INSTANT’s Privacy Statement, Your unauthorized use of any INSTANT-owned Intellectual Property, or Your alleged violation of any other rights of a third party.

13. EXCLUSION OF WARRANTIES

INSTANT Websites and Content are being provided to You “AS IS”. To the fullest extent allowable by law, INSTANT does not guarantee or warrant any features or qualities of any INSTANT Website or Content, or give any undertaking with regard to any other quality. Statements and explanations on INSTANT Websites and Content in promotional material or on INSTANT Website and/or documentation are made for explanatory purposes only; they are not meant to constitute any guarantee or warranty of certain features. No warranty or undertaking shall be implied by a User from any published INSTANT description of or advertisement except to the extent INSTANT has expressly confirmed such warranty or undertaking in writing. Warranties are validly given only with the express written confirmation of INSTANT’s management.

14. LIMITATION OF LIABILITY

INSTANT will not be liable or responsible in any way for any User Content posted on or linked from a INSTANT Website, including, but not limited to, any errors or omissions in Content, or for any losses or damage of any kind incurred as a result of the use of or reliance on any Content or other material accessed on or through any INSTANT Website and made available by a third party.

TO THE EXTENT ALLOWABLE BY APPLICABLE LAW, INSTANT AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS ARE NOT LIABLE TO ANY USER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF INSTANT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), HOWEVER CAUSED, WHETHER IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF OR RESULTING FROM: (i) THE USE OR THE INABILITY TO USE A INSTANT WEBSITE, INSTANT SOFTWARE, OR INSTANT MATERIALS; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES ARISING OUT OF YOUR USE OR INABILITY TO USE ANY INSTANT SOFTWARE, INSTANT MATERIALS OR SERVICES PURCHASED OR OBTAINED DURING TRANSACTIONS CONDUCTED ON A INSTANT WEBSITE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS, MESSAGES, OR CONDUCT OF ANY THIRD PARTY ON A INSTANT WEBSITE; OR (v) ANY OTHER MATTER RELATING TO AN INSTANT WEBSITE OR INSTANT MATERIALS. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THESE LIMITATIONS SHALL NOT APPLY IN CASE OF INTENT OR GROSS NEGLIGENCE BY INSTANT AND IN CASE OF INSTANT’S STATUTORY LIABILITY FOR PERSONAL INJURY AND DEFECTIVE PRODUCTS.

15. APPLICABLE LAW

Texas law will govern this TOU without giving effect to any principles of conflicts of laws. Venue for all disputes in connection with this TOU shall be Dallas County, Texas (USA).

You also agree to comply with all applicable export control laws as set forth under the ‘EXPORT CONTROL’ Section below which are applicable to the transmission of data on the Internet, including, but, not limited to laws governing the use of encryption and laws governing the transmission of data across international boundaries, into prohibited countries, and containing personally identifiable information.

16. SURVIVAL

Your confidentiality obligations hereunder shall survive termination of Your account. Upon any termination of Your account, or INSTANT’s written request, You must cease use of Confidential Information, and/or INSTANT Websites, and return or destroy all Confidential Information in Your possession or control.

17. WAIVER AND SEVERABILITY

The failure of INSTANT to exercise or enforce any right or provision of this TOU shall not constitute a waiver of such right or provision. To the extent that any provision in this TOU shall be found to be invalid or unenforceable, such provision shall be modified in such a manner so as to make this TOU as modified, legal and enforceable under applicable laws and the balance of the provisions of this TOU shall not be affected thereby.

18. ENTIRE AGREEMENT

This TOU represents the entire arrangement between the Parties in respect of its subject matter and supersedes all prior agreements, understandings or arrangements (both oral and written) relating to its subject matter. No collateral agreements have been made.

19. EXPORT CONTROL