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Terms of Use and Privacy Policy

Welcome to our site and mobile application. We maintain our web

site and mobile applications as a service to our members. By using

our site or mobile application, you are agreeing to comply with and

be bound by the following terms of use. Please review the following

terms carefully. If you do not agree to these terms, you should not

use this site or download our mobile application.

1.

Acceptance of Agreement.

You agree to the terms and conditions outlined in this Terms of Use

Agreement ("Agreement") with respect to our site and mobile

application (the "Site"). This Agreement constitutes the entire and

only agreement between adba Livekool ("us"

and "we" and "our") and you, and supersedes all prior or

contemporaneous agreements, representations, warranties and

understandings with respect to the Site, the content, products or

services provided by or through the Site, and the subject matter of

this Agreement. This Agreement may be amended at any time by us

from time to time without specific notice to you. The latest

Agreement will be posted on the Site, and you should review this

Agreement prior to using the Site.

2.

Copyright.

The content, organization, graphics, design, compilation, magnetic

translation, digital conversion and other matters related to the Site

are protected under applicable 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 Site, except as allowed by Section 4, is

strictly prohibited. You do not acquire ownership rights to any

content, document or other materials viewed through the Site. The

posting of information or materials on the Site does not constitute a

waiver of any right in such information and materials.

3.

Service Marks.

Products and names mentioned on the Site may be trademarks of

their respective owners.

4.

Limited Right to Use.

The viewing, printing or downloading of any content, graphic, form

or document from the Site 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.

We reserve the right in our sole discretion to edit or delete any

documents, information or other content appearing on the Site.

6.

Indemnification.

You agree to indemnify, defend and hold us and our partners,

attorneys, staff, advertisers, product and service providers, and

affiliates (collectively, "Affiliated Parties") harmless from any liability,

loss, claim and expense, including reasonable attorney's fees,

related to your violation of this Agreement or use of the Site.

7.

Nontransferable.

Your right to use the Site is not transferable. Any password or right

given to you to obtain information or documents is not transferable.

8.

Disclaimer and Limits.

The information from or through the site are 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

information and services may contain bugs, errors, problems or

other limitations. We and our affiliated parties have no liability

whatsoever for your use of any information or service. in particular,

but not as a limitation thereof, we 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 us and you. This site 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 site shall create any warranty,

representation or guarantee not expressly stated in this agreement.

We do not provide legal advice nor enter into any attorney-client

relationship.

All responsibility or liability for any damages caused by viruses

contained within the electronic file containing the form or document

is disclaimed. We 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 site. Our maximum liability to you under all

circumstances will be equal to the purchase price you pay for any

goods, services or information.

9.

Use of Information.

We reserve the right, and you authorize us, to the use and

assignment of all information regarding Site uses by you and all

information provided by you in any manner consistent with our

Privacy Policy. All remarks, suggestions, ideas, graphics, or other

information communicated by you to us through the Site

(collectively, the "Submission") will forever be the property of us. We

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 our

future products, services or operations. Without limitation, we will

have exclusive rights to the un-restricted use of any information

submitted to us, pursuant to our privacy policy, which includes the

use of submitted information in research studies. We 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 material you submit, and you, not us, have full

responsibility for the message, including its legality, reliability,

appropriateness, originality, and copyright.

10.

Third-Party Services.

We 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 we do 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. We are 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 us, expressed, implied or otherwise including warranties of title,

fitness for purpose, merchantability or non-infringement. Under no

circumstances are we liable for any damages arising from the

transactions between you and merchants or for any information

appearing on merchant sites or any other site linked to our site.

11.

Third-Party Merchant Policies.

All rules, policies (including privacy policies) and operating

procedures of Merchants will apply to you while on such sites. We

are not responsible for information provided by you to Merchants.

We and the Merchants are independent contractors and neither

party has authority to make any representations or commitments on

behalf of the other.

12.

Privacy Policy.

Our Privacy Policy, as it may change from time to time, is a part of

this Agreement. It pertains to all the information we collect, both

explicitly provided to us by you, and the information we collect

regarding your use of the Site. We collect and store certain

information provided to us by you to identify you on an on-going

basis. We also collect information provided to us by you, and

information regarding your use of the Site, to support research and

analysis of the effectiveness of our marketing strategies and product

offerings. Your personal and contact information will never be shared

with third parties without your explicit consent. Other information

you provide to us, such as responses to market surveys, and the

information we collect regarding your use of the Site may be shared

with third parties without the requirement for additional explicit

consent, subject to your personal and contact information having

been removed from any information we provide.

13.

Payments.

You represent and warrant that if you are purchasing something

from us 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.

14.

Securities Laws.

This Site may include statements concerning our 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 Site, 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 Site 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.

15.

Links to Other Web Sites.

The Site contains links to other web sites. We are not responsible for

the content, accuracy or opinions express in such web sites, and

such web sites are not investigated, monitored or checked for

accuracy or completeness by us. Inclusion of any linked web site on

our Site does not imply approval or endorsement of the linked web

site by us. If you decide to leave our Site and access these third-

party sites, you do so at your own risk.

16.

Copyrights and Copyright Agents.

We respect the intellectual property of others, and we ask you to do

the same. If you believe that your work has been copied in a way

that constitutes copyright infringement, please provide our

Copyright Agent the following information:

(a) An electronic or physical signature of the person authorized to

act on behalf of the owner of the copyright interest;

(b) A description of the copyrighted work that you claim has been

infringed;

(c) A description of where the material that you claim is infringing is

located on the Site;

(d) Your address, telephone number, and email address;

(e) A statement by you that you have a good faith belief that the

disputed use is not authorized by the copyright owner, its agent, or

the law; and

(f) A statement by you, made under penalty of perjury, that the

above information in your Notice is accurate and that you are the

copyright owner or authorized to act on the copyright owner's

behalf. Our Copyright Agent for Notice of claims of copyright

infringement on the Site can be reached by directing an e-mail to

the Copyright Agent at fredericton@livekool.com

17.

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 Site. We reserve 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.

18.

Information and Press Releases.

The Site contains information and press releases about us. 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.

19.

Miscellaneous.

This Agreement shall be treated as though it were executed and

performed in Fredericton, NB, and shall be governed by and

construed in accordance with the laws of the Province of New

Brunswick (without regard to conflict of law principles). Any cause of

action by you with respect to the Site (and/or any information,

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 the

appropriate legislation. The language in this Agreement shall be

interpreted as to its fair meaning and not strictly for or against

either party. All legal proceedings arising out of or in connection with

this Agreement shall be brought solely in Fredericton, NB. You

expressly submit to the exclusive jurisdiction of said courts and

consents to extra-territorial service of process. 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 Site 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.