1. The SYNDICATE CONSULTING GROUP, INC. Internet Web Service (the "Service") consists of the computing and communications services, software, databases, data, information and all other material (collectively "Information") available through SYNDICATE CONSULTING GROUP, INCORPORATED ("SYNDICATE CONSULTING GROUP, INC."). These terms and any Acceptable Use Policies ("AUP") published over the Service from time to time by SYNDICATE CONSULTING GROUP, INC. constitute the entire agreement (collectively "Agreement") between SYNDICATE CONSULTING GROUP, INC. and Customer with respect to the Service and supersede all other communications.

2. Upon notice published over the Service, SYNDICATE CONSULTING GROUP, INC. may at any time and with no prior notice to any Customer or User of the Service modify this agreement, the AUP or prices. SYNDICATE CONSULTING GROUP, INC. may also discontinue or revise any aspects of the Service at its sole discretion and without prior notice.

3. Unless otherwise agreed, the Customer's right to use the Service or to designate users is not transferable and is subject to any limits established by SYNDICATE CONSULTING GROUP, INC., or by Customer's credit card company if billing is through a credit card. The Service is a Private Membership System. As such, SYNDICATE CONSULTING GROUP, INC. reserves the right to refuse any applications, or cancel any membership with a full refund of unused fees, with the exception of setup fees, at its sole discretion. Should SYNDICATE CONSULTING GROUP, INC. suspend or terminate the Service pursuant to this agreement, the Subscriber has no right to any data stored and SYNDICATE CONSULTING GROUP, INC. will be under no obligation to make such data or any copies of it available to subscriber in any form whatsoever. Should this agreement terminate for any reason whatsoever, Subscriber data stored on SYNDICATE CONSULTING GROUP, INC.'s facilities will be explicitly erased without prior notification.

4. Any means of identification assigned to you by SYNDICATE CONSULTING GROUP, INC. (including usernames and email addresses) will remain the property of SYNDICATE CONSULTING GROUP, INC. and may be altered or replaced at SYNDICATE CONSULTING GROUP, INC.'s sole discretion at any time.

5. Customer agrees to indemnify SYNDICATE CONSULTING GROUP, INC. against liability for any and all use of customer's account.

6. Except for software provided by SYNDICATE CONSULTING GROUP, INC., the Customer is responsible for providing and maintaining all equipment, services and other software necessary to access the Service.

7. CUSTOMER EXPRESSLY AGREES THAT USE OF THE SERVICE, WHICH INCLUDES THE CONTENTS THEREOF AND ANY STORAGE OR USE OF INFORMATION, IS AT CUSTOMER'S SOLE RISK. NEITHER SYNDICATE CONSULTING GROUP, INC. NOR ANY OF ITS INFORMATION PROVIDERS, LICENSORS, EMPLOYEES, OR AGENTS WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES SYNDICATE CONSULTING GROUP, INC. OR ANY OF ITS INFORMATION PROVIDERS, LICENSORS, EMPLOYEES, OR AGENTS MAKE ANY WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE SERVICE. THE SERVICE IS DISTRIBUTED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE SERVICE OR INFORMATION. NEITHER SYNDICATE CONSULTING GROUP, INC. NOR ANYONE ELSE INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SERVICE SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF USE OF THE SERVICE OR INABILITY TO USE THE SERVICE OR OUT OF ANY BREACH OF ANY WARRANTY. THE PROVISIONS OF THIS SECTION 7 WILL SURVIVE ANY TERMINATION OF THIS AGREEMENT.

8. Neither Customer nor its designated Users may reproduce, redistribute, retransmit, publish or otherwise transfer, or commercially exploit, any proprietary information which they receive through the Service except in writing and signed by a duly authorized representative of SYNDICATE CONSULTING GROUP, INC.

9. The provisions of Paragraph 7 and 8 are for the benefit of SYNDICATE CONSULTING GROUP, INC. and its Information Providers, Licensors, Employees, and Agents; and each shall have the right to assert and enforce such provisions directly on its own behalf.

10. This agreement is, and shall be governed by and construed in accordance with the law of the State of California applicable to agreements, made and performed in California. Any cause of action of Customer or its designated Users with respect to the Service must be instituted within one year after the claim or cause of action has arisen or be barred.

11. Charges for the Service provided under this agreement will be accumulated and identified by User-Id and will normally be invoiced at the beginning of each cycle (either the 1st or the 16th of each month) for that cycle's service (either the 1st through the last day of the month or the 16th through the 15th of the following month, respectively). Standard payment terms are by check on a monthly or quarterly basis. Check payments are due net twenty-one(21) days from the first day of the cycle, in the currency in which billed. If any payment due hereunder is not made by the Customer when due, the maximum late charges allowed by California Law may be added and payable with respect to such payment. SYNDICATE CONSULTING GROUP, INC. may, in addition, at its sole discretion and without notice to the Customer, (a) suspend its performance under this agreement and the Customer's and its Users' access to and use of the Service until full payment of outstanding balance or (b) terminate this agreement and the Customer's and its Users' access to and the use of the Service. Delinquent accounts may be terminated and subject to a reinstatement fee. The Customer agrees to pay all sales, use, and excise taxes, duties, or levies, which are required by law as well as all attorney and collection fees arising from efforts to collect any unpaid balance on the Customer's account. SYNDICATE CONSULTING GROUP, INC. has the right to assign any past due accounts to a third party collection agency.

12. If you believe that SYNDICATE CONSULTING GROUP, INC. has billed you in error, you must contact SYNDICATE CONSULTING GROUP, INC. within 60 days of the invoice or transaction date of the charge. Refunds or adjustments will not be given for any charges which are more than 60 days old.

13. Cancellations must be directed to SYNDICATE CONSULTING GROUP, INC. and made by the following methods only: email cancellation to cancel@syndicate.net, or telephone SYNDICATE CONSULTING GROUP, INC. directly. Your termination will only be complete upon your receipt of a confirmation cancellation number from SYNDICATE CONSULTING GROUP, INC. Charges to your account will stop accruing on the specified date of termination, which will be at the end of the current cycle of service. SYNDICATE CONSULTING GROUP, INC. does not issue pro rata fee refunds. Customers who cancel new accounts within 24 hours of creation will receive a refund of unused access fees. Setup fees are non-refundable. If the Customer fails to properly cancel the Service, the maximum refund allowed will be two (2) months.

14. Termination of the Service does not release you from the obligation to pay all accrued charges under this Agreement.

15. This Agreement, and any AUP published by SYNDICATE CONSULTING GROUP, INC. over the Service from time to time, contains the full understanding of the parties with respect to the subject matter hereof. As set forth previously in Sections 1 and 2 above, SYNDICATE CONSULTING GROUP, INC. may modify or alter the terms of this Agreement and any AUP at its sole discretion and without prior notice to User or Customer. No waiver, alteration, or modification of any of the provisions hereof by User or Customer shall be binding on SYNDICATE CONSULTING GROUP, INC. unless in writing and signed by duly authorized representatives of the parties. Neither the course of conduct between parties nor trade practices shall act to modify the provisions of the Agreement.