Registration

Membership Agreement

This vokeStream Membership Agreement is made between voke, inc. (“voke”) and you, the Member. Member’s use of the Service constitutes acceptance of this Agreement. Acceptance of this Agreement by the parties shall entitle the Member to use the Service, subject to the terms and conditions stated herein. In the event that you do not agree with this Agreement, you are not authorized to access or use the Service--please promptly contact voke at customerservice@vokeinc.com. You may wish to print this Agreement for reference.

1. License to Use Service.

1.1 Subject to the terms and conditions provided in this Agreement, voke hereby grants to Member a non-exclusive, world-wide, non-transferable, non-sublicensable, limited license to the extent set forth in the Fee Schedule or applicable invoice for the Member to use the Service during the Term solely to access the Service and search, display, read or print a single copy of the Information in print or electronic format. Except as expressly permitted in this Agreement, Member may not download, copy, reproduce, transmit, display, distribute, commercially exploit, access or use the Service, including but not limited to the Information. Member will be permitted access to the Service by use of a unique user name and password assigned to such Member or by enterprise internet protocol address authentication.

1.2 Member agrees that all access to and use of the Service, including but not limited to the Information, is for Member’s internal use. Member shall not permit the use of the Service by or the use or disclosure of the Information (except as set forth in Section 1.1) to anyone other than Member.

1.3 Member shall use commercially reasonable efforts to protect the Service from unauthorized access, reproduction, disclosure or use. In the event Member becomes aware of any unauthorized use of or access to the Service through Member’s license, personnel or systems, Member shall notify voke immediately in writing and shall give full cooperation, at Member’s expense, to prevent such unauthorized use or disclosure.

1.4 As a provider of information to various customers, voke reserves the right to add or withdraw Information and modify or otherwise change the Service (including features and functionality) without notice as necessary. voke may, but is not required to, provide notice to Member in advance of or concurrent with the effective date of any such changes which are significant. In addition, voke reserves the right to change the terms and conditions of this Agreement at any time and all such changes shall be effective thirty (30) days after published by voke; however, if any such changes have a material adverse effect on Member’s use of or access to the Service, Member may terminate this agreement so long as it has given voke written notice of its intent to do so within such 30-day period and a reasonable opportunity for voke to address Member’s concerns or withdraw the changes. In the event that the Agreement is terminated in such manner, Member shall receive a pro-rated refund of any prepaid fees for use of the Service for periods after the termination date.

2. Obligations of the Parties.

2.1 Member agrees that it is responsible for all acts and omissions in connection with use of the Service, including for the selection of Information to achieve any intended results. Member shall not permit any unauthorized users to access the Service, including without limitation by sharing passwords and/or user names with unauthorized users or anyone else. Member will be responsible for the confidentiality and use of Member’s password and user name. Member will also be responsible for all electronic communications, including those containing business information, account registration, account holder information, financial information, customer data, and all other data of any kind contained within emails or otherwise entered electronically through the Service or under Member’s account. voke will act as though any communications it receives under Member’s passwords, user name, and/or account number will have been sent by Member. Member agrees to immediately notify voke if it becomes aware of any loss or theft or unauthorized use of any of Member’s passwords or user names. Member agrees that voke has the right, but not the obligation, to monitor use and/or access of the Service in order to verify compliance with this Agreement and applicable laws, for marketing purposes and for enhancement of the Service.

2.2 Member authorizes voke to use, store or otherwise process any Personal Information to the extent reasonably necessary for voke, and its partners, successors (including the purchaser of all or substantially all of our business), sub-contractors, representatives or agents (collectively, the “voke Users”) to make available or to provide the Service to Member, for marketing purposes and for enhancement of the Service.

2.3 Member is solely responsible for the content of any communications made by Member to the voke websites, including to any forum (the “Communications”). Member shall not upload to, or distribute to, or otherwise publish through the forums any Communication which:

(i) is for commercial purposes or otherwise advertises or solicits for the sale of goods or services;

(ii) is obscene, indecent, pornographic, profane, sexually explicit, or abusive;

(iii) constitutes or contains false or misleading indications of origin or statements of fact;

(iv) slanders; libels; defames, disparages, or otherwise violates the legal rights of any third party;

(v) causes injury of any kind to any person or entity;

(vi) infringes or violates the intellectual property rights, contract rights, or any other rights of any third party;

(vii) violates any applicable laws, rules or regulations; or

(viii) contains software viruses or any other malicious code designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment.

2.4 International Users. voke makes no representation that materials or Information available through the Service are available for use outside the United States and access to them from territories where their contents are illegal is prohibited. Member may not use the Service or export the Information in violation of U.S. export laws and regulations. If Member accesses the Service from a location outside the United States, Member is responsible for compliance with all applicable laws.

3. Fees and Payments.

3.1 voke reserves the right at any time to charge fees for access to portions of the Service or the Service as a whole. However, in no event will a Member be charged for access to the Service unless voke obtains that Member’s prior agreement to pay such charges. Thus, if at any time voke requires a fee for portions of the Service that are now free, voke will provide advance notice of such fees and the opportunity to cancel the account before the fees are imposed.

3.2 If applicable, Member shall be invoiced for the Membership Fee at the pricing set forth in the Fee Schedule, or, if not specified, at voke’s then-current pricing in effect for the billing period for which those charges are incurred.voke’s current prices are exclusive of sales, use, excise, or other similar taxes, which shall be the responsibility of Member. voke reserves the right at any time to revise its current pricing periodically without prior notice, but which shall not affect the pricing stated in the Fee Schedule. voke will invoice for the Membership Fee as specified in the Fee Schedule. All invoices are due and payable upon receipt. Amounts not paid within thirty (30) days of the date of invoice shall be deemed delinquent and are subject to interest charges lesser of 12% per annum but not to exceed the maximum allowable by law until paid in full.

4. Intellectual Property.

Member acknowledges that all title, ownership and proprietary and intellectual property rights in and to the Service, including but not limited to, the Information, are and shall remain the sole and exclusive property of voke or its licensors. Except for the limited license expressly granted herein, this Agreement does not grant Member any rights to intellectual property rights in or to the Service, including but not limited to, the Information. All rights which are not specifically granted to Member by the Agreement are reserved to voke.

5. Disclaimer of Warranty and Limitations of Liability.

5.1 MEMBER EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE SERVICE AND THE INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND THAT THE USE OF THE SERVICE, INCLUDING BUT NOT LIMITED TO THE INFORMATION, IS AT MEMBER’S SOLE RISK. VOKE AND ITS LICENSORS GIVE NO WARRANTIES OR REPRESENTATIONS OF ANY KIND WHATSOEVER RELATING TO THE SERVICE, INCLUDING BUT NOT LIMITED TO ANY INFORMATION, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, AS TO MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, TITLE, OWNERSHIP, OR OF ANY RESULTS OR OF QUALITY, SUITABILITY, ADEQUACY, GENUINENESS, ACCURACY OR COMPLETENESS OF THE SERVICE INCLUDING ANY INFORMATION. MEMBER UNDERSTANDS AND AGREES THAT VOKE AND ITS LICENSORS ASSUME NO RESPONSIBILITY FOR THE TIMELINESS, DELETION OR MISDELIVERY OF OR FAILURE TO CONTINUALLY PROVIDE THE SERVICE OR THE INFORMATION. voke makes no representations or warranties as to any other websites which you may access through the Service which are independently owned and operated and voke in no way endorses or accepts any responsibility for the content, or the use of, such websites.

5.2 UNDER NO CIRCUMSTANCES WILL VOKE OR ITS LICENSORS BE LIABLE TO ANYONE UNDER ANY CONTRACT, STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE) OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, INDIRECT OR CONSEQUENTIAL COSTS OR DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS, LITIGATION COSTS, LOSS OF DATA, PRODUCTION OR PROFIT, ARISING OUT OF OR RELATING IN ANY WAY TO THE SUBJECT MATTER OF THIS AGREEMENT, EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN.

5.3 IN NO EVENT SHALL VOKE’S TOTAL LIABILITY UNDER OR RELATED TO THIS AGREEMENT, THE TERMINATION THEREOF, AND/OR THE PROVISION OF THE SERVICE, INCLUDING BUT NOT LIMITED TO THE INFORMATION, REGARDLESS OF THE FORM OF ACTION, EXCEED THE MEMBERSHIP FEES ACTUALLY PAID DURING THE ONE (1) YEAR PRECEEDING THE INCIDENT GIVING RISE TO SUCH LIABILITY.

5.4 EACH AND EVERY PROVISION OF THIS AGREEMENT WHICH PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTY OR EXCLUSION OF DAMAGES IS INTENDED BY THE PARTIES TO BE SEVERABLE AND INDEPENDENT OF ANY OTHER SUCH PROVISION. FURTHER, IN THE EVENT THAT ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL LIMITATIONS OF LIABILITY AND EXCLUSIONS OF DAMAGES SHALL REMAIN IN EFFECT. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES, SO THE LIMITATIONS OR EXCLUSIONS SET FORTH IN THIS SECTION 6 MAY NOT APPLY. ALSO SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO MEMBER.

5.5 The Information available through the Service is for informational purposes only. The opinions expressed in the Information are subject to change without notice.

6. Indemnities.

To the extent permitted by applicable law, Member agrees to defend voke and its affiliates, directors, shareholders, officers, agents, representatives and employees, in any action or suit brought or threatened by any third party due to or arising out of the use of the Service or the violation of this Agreements, except to the extent arising out of the sole negligence or willful misconduct of voke or its agents. Member will pay all damages awarded therein against voke or settlement agreed upon by the parties. voke shall promptly notify Member of such action and give Member authority, information, and assistance (at Member’s expense) for the defense of such suit or proceeding.

7. Term and Termination.

7.1 This Agreement is effective from the Commencement Date and continues during the Term, unless terminated in accordance with the terms hereof. This Agreement may be renewed for additional Term(s) as follows: at or prior to the conclusion of a Term, voke will issue a new Fee Schedule and invoice to Member. Member may renew for an additional Term(s) by electing to comply with the payment terms in the applicable Fee Schedule.

7.2 voke may suspend performance and/or terminate this Agreement immediately upon written notice at any time if Member is in material breach of any material term, condition or covenant of this Agreement. voke reserves the right to remove or delete at its sole discretion any material posted by Member in any Communication by Member.

7.3 Upon termination, Member shall remain responsible for all monies due and owing by Member.

8. Miscellaneous.

8.1 This Agreement and any applicable Fee Schedule or invoice constitutes the entire agreement between the parties and supersedes any previous understandings, commitments, or agreements, oral or written regarding the subject matter hereof. In the event of a conflict between the terms of this Agreement and an applicable Fee Schedule or invoice, the latter shall control and govern. The terms and conditions of any purchase order or sales acknowledgement shall expressly not be a part of this Agreement. This Agreement may only be modified in a writing signed by the parties. Any waiver of the provisions of this Agreement or of a party’s rights or remedies under this Agreement must be in writing to be effective. Failure by a party to enforce the provisions of this Agreement or its rights or remedies at any time, will not be construed as a waiver of such party’s rights under this Agreement.

8.2 Each provision of this Agreement shall be severable from all other provisions contained in this Agreement. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such prohibition or unenforceability and shall be severed from the balance of this Agreement, all without affecting the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

8.3 The validity construction and performance of this Agreement shall be governed by the laws of the State of Nevada, without application of its conflict of laws provisions, and the United Nations Convention on Contracts for the International Sale of Goods shall have no applicability. The parties agree to submit to the exclusive jurisdiction of the courts in the State of Nevada for the resolution of any dispute or claim arising out of or relating to this Agreement. Member agrees and expressly consents to the exercise of personal jurisdiction in the State of Nevada. The parties hereby agree that the party who is not the substantially prevailing party with respect to any dispute, claim or controversy related to or arising under this Agreement shall pay the reasonable costs actually incurred by the substantially prevailing party in relation to the dispute, claim or controversy, and any appeal thereof, and any enforcement of an award, including reasonable attorneys’ fees.

8.4 This Agreement is not assignable or transferable by Member. voke may assign or transfer its rights and/or duties under this Agreement without requirement for Member’s permission or approval.

8.5 voke is not responsible nor in default for failure to fulfill its obligations under this Agreement due to causes beyond its reasonable control.

9. Definitions.

In this Agreement the following expressions shall have the following meanings:

“Agreement” means the applicable vokeStream Membership Agreement and the Fee Schedule.

“Commencement Date” means the date on which Member is authorized to commence use of the Service, which is the date on which both of the following events have occurred: (a) Member agrees to the terms of the Membership Agreement either electronically or in writing and (b) voke approves Member for membership in vokeStream.

“Information” means all materials, data, and other information collected, summarized, produced, licensed, owned and/or delivered by voke to Member as part of the Service by any means and in any format.

“Fee Schedule” means the applicable purchase, upgrade or renewal information provided to Member prior to purchase and accepted by Member by payment or by issuance of a purchase order referencing such purchase, upgrade or renewal information.

“Member” means the individual person described as such in the Membership Application or on the Fee Schedule.

“Personal Information” means any information provided to or collected by voke which relates to or otherwise identifies Member including, without limitation, names, telephone numbers, e-mail address and addresses, and any information collected during any Membership or registration process or contained within correspondence with Member such as e-mails or letters.

“Service” means access to and use of voke’s proprietary on-line information databases made available to Members by computer telecommunications link as described in the Fee Schedule, including the vokeStream publications, and the access to and use of any Information provided by voke.

“Membership Fee” means the fees, as set forth on the Fee Schedule, for access by Member to the Service, or as otherwise specified herein.

“Term” means the period, commencing with the Commencement Date, during which Member may use the Service as set forth on the Fee Schedule unless this Agreement has been terminated earlier.

If you have any questions regarding the Service or this Agreement, please contact customerservice@vokeinc.com.