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        <li>LICENSE GRANTS: BIP Technology, LLC ("BIP") grants Client a non-exclusive, non-transferable worldwide right to use BIP ClientCare ("ClientCare"), solely for Client's own personal purposes subject to the terms of this Agreement. Subject to the terms of this Agreement, Client grants to BIP the non-exclusive, worldwide, right to use, copy, store, transmit and display Client Data solely to the extent necessary to provide BIP as requested by Client. Client shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise make available to any third party ClientCare or the
            Content (including tutorials, resource files, instructional materials, and methodology work flows); (ii) modify or make derivative works based upon ClientCare or the Content; (iii) commercially exploit
            ClientCare or the Content in any way, or (iv) create Internet "links" to ClientCare or "frame"
            or "mirror" any Content contained in, or accessible from, ClientCare on any other server, wireless,
            or Internet-based device. All rights not expressly granted to Client are reserved by BIP and its licensors.</li>

        <li>RESTRICTIONS: Client is permitted to store, manipulate, analyze, reformat, print, and display the
            Content only for Client's personal use. Unauthorized use, resale, or commercial exploitation of
            ClientCare and/or the Content in any way is expressly prohibited. Client agrees not to reverse
            engineer ClientCare, or access ClientCare in order to (i) build a competitive product or service, (ii) build a product using similar ideas, features, functions, or graphics of ClientCare, or (iii) copy any ideas, features, functions, or graphics of ClientCare. Client shall not copy, license, sell, transfer, make available, distribute, or assign this license or the Content to any third-party. Client shall not create Internet "links" to ClientCare or "frame" or "mirror" any Content contained on, or accessible from, ClientCare on any other server or Internet-based device. User licenses cannot be shared or used by more than one household.</li>

        <li>THIRD-PARTY INTERACTION: Client shall not (i) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise make available to any third party ClientCare or the Content, (ii) modify or make derivative works based upon the ClientCare technology or the Content; (iii) commercially exploit ClientCare or the Content in any way, or (iv) create Internet "links" to ClientCare or "frame" or "mirror" any Content contained in, or accessible from, ClientCare on any other server, wireless, or Internet-based device. </li>

        <li>OWNERSHIP: BIP alone (and its licensors, where applicable) shall own all right, title, and interest, including all related Intellectual Property Rights, in and to ClientCare, the Content, and any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by Client or any other party relating to ClientCare. This Agreement is not a sale and does not convey any rights of ownership in or related to ClientCare, or Intellectual Property owned by BIP to Client. The BIP name and logo are trademarks of BIP, and no right or license is granted to use them.</li>

        <li>ACCOUNT INFORMATION AND DATA:  Client, not BIP, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Client Data, and BIP shall not be responsible or liable for any action taken by the Client that results in the deletion, correction, destruction, damage, loss, or failure to store any data. In the event that Client terminates this Agreement (other than by reason of Client's breach), BIP will make available to Client a file of the Client Data within 30 days of termination notice if Client so requests. BIP reserves the right to withhold Client Data for any breach, including, without limitation, Client's non-payment, until such time that the breach is satisfied. Upon termination for cause, Client's right to access or use ClientCare immediately ceases, and BIP will make available to Client a file of the Client Data within 30 days of termination notice if Client so requests.</li>

        <li>SECURITY: BIP shall use reasonable measures available to protect the security of Client's data, including virus protection, but does not warrant or guarantee that ClientCare is free from the vulnerability of Internet attacks.</li>

        <li>INTERNET DELAYS: ClientCare's services may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. BIP is not responsible for any delays, delivery failures, or other damage resulting from such problems.</li>

        <li>MUTUAL INDEMNIFICATION: Client shall indemnify and hold BIP, its licensors, and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Client Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by Client of the representations and warranties; or (iii) a claim arising from the breach by Client or Users of this Agreement, provided in any such case that BIP (i) gives written notice of the claim promptly to Client (ii) gives Client sole control of the defense and settlement of the claim (provided that Client may not settle or defend any claim unless it unconditionally releases
            BIP of all liability and such settlement does not affect BIP's business or BIP); (iii) provides to Client all available information and assistance; and (iv) has not compromised or settled such claim. BIP shall indemnify and hold Client and its parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that BIP directly infringes a copyright, a U.S. patent issued as of the Effective Date, or trademark of a third party; (ii) a claim, which if true, would constitute a violation of BIP of the representations or warranties; or (iii) a claim arising from breach of this Agreement by BIP's; provided that Client (i) promptly gives written notice of the claim to BIP's; (ii) gives BIP sole control of the defense and settlement of the claim (provided that BIP may not settle or defend any claim unless it unconditionally releases Client of all liability); (iii) provides to BIP all available information and assistance; and (iv) has not compromised or settled such claim. BIP shall have no indemnification obligation, and Client shall indemnify BIP pursuant to this Agreement, for claims arising from any infringement arising from the combination of BIP with any of Client's products, service, hardware, or business process(s).</li>

        <li>DISCLAIMER OF WARRANTIES: BIP AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, INTERNET AVAILABILITY, QUALITY, SUITABILITY,
            TRUTH, AVAILABILITY, ACCURACY, OR COMPLETENESS OF CLIENTCARE OR ANY CONTENT;
            BIP AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE
            SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION
            WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET CLIENT'S
            REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE
            QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR
            OBTAINED BY CLIENT THROUGH ACHIEVEIT ONLINE WILL MEET CLIENT'S REQUIREMENTS OR
            EXPECTATIONS, (E) ERRORS, OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S)
            THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (III) THE SERVICE AND ALL CONTENT IS PROVIDED TO CLIENT STRICTLY ON AN "AS IS" BASIS; AND (IV) ALL
            CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR
            OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY,
            FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY
            DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY BIP AND ITS LICENSORS.</li>

        <li>LIMITATION OF LIABILITY: IN NO EVENT SHALL BIP'S AGGREGATE LIABILITY EXCEED ONE THOUSAND DOLLARDS ($1,000.00). THERE SHALL BE NO CAP ON CLIENT'S LIABILITY.  IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.</li>

        <li>ADDITIONAL RIGHTS: Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the exclusions set forth above may not apply to Client.</li>

        <li>GENERAL: With respect to all Clients, this Agreement shall be governed by Georgia law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims, or causes of action arising out of or in connection with this
            Agreement or BIP shall be subject to the exclusive jurisdiction of the state and federal courts located in Georgia. No text or information set forth on any other purchase order, preprinted form, or document shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between Client and BIP as a result of this agreement or use of ClientCare. The failure of BIP to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by BIP in writing. This Agreement comprises the entire agreement between Client and BIP and supersedes all prior or contemporaneous negotiations, discussions, or agreements, whether written or oral, between the parties regarding the subject matter contained herein.</li>

        <li>PRIVACY: The privacy policy for BIP can be found online at <a href="http://www.bipwealth.com" target = "_blank">http://www.bipwealth.com</a>.</li>
        <li>BIP reserves the right to modify this privacy policy in its reasonable discretion from time to time.</li>
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