BY CLICKING THE "I AGREE" BOX, YOU ACKNOWLEDGE YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AND REPRESENT AND WARRANT THAT YOU CAN LEGALLY ENTER INTO THIS AGREEMENT AND SATISFY ALL OF THE REQUIREMENTS CONTAINED HEREIN. IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO USE THE PREFERRED BRANDS SERVICE. IF YOU HAVE ANY QUESTIONS ABOUT THIS AGREEMENT, PLEASE CONTACT US AT INFO@PREFERREDBRANDSCORP.COM.

PLEASE READ CAREFULLY: THIS TERMS OF SERVICE ("AGREEMENT") IS A LEGAL AND BINDING AGREEMENT BETWEEN YOU AND/OR YOUR ORGANIZATION ("YOU" OR "CLIENT"), AND PREFERRED BRANDS, INC. ("PREFERRED BRANDS") MADE TO BE EFFECTIVE AS OF THE DATE ACCEPTED BY PREFERRED BRANDS (THE "EFFECTIVE DATE") FOLLOWING YOUR EXECUTION AND SUBMISSION OF THIS AGREEMENT BY CLICKING THE "I AGREE" BOX.

USE OF THE PREFERRED BRANDS SERVICE IS SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IN CONSIDERATION OF THE MUTUAL PROMISES CONTAINED HEREIN, THE PARTIES AGREE AS FOLLOWS.

1. BACKGROUND

Preferred Brands provides web based products and services for the distribution of certain content and if applicable, the Supplemental Services contemplated hereby (the "Service"). Client desires to obtain access to the Service, pursuant to the terms and conditions of this Agreement.

2. SERVICES

2.1 Provision of Service. Subject to the terms and conditions of this Agreement, Preferred Brands will provide Client with access to certain Preferred Brands products and services, to be delivered via the Internet at the website address inflo.preferredbrandscorp.com, at certain other Internet properties hosted or maintained by Preferred Brands (collectively, the "Site") or Preferred Brands' partners. Client may use the Service solely for its intended purpose in accordance with this Agreement and the terms of service posted on the Site, as updated from time to time ("Terms of Use").

2.2 Account Protection. Client shall protect the confidentiality of all account information, including Client names and passwords, and shall be solely responsible for the exit or log off of Client's visit to the Site. In the event that Client becomes aware that the security of its login information has been breached, the Client shall also immediately notify Preferred Brands of any such breach.

2.3 Client Assistance. Client shall provide Preferred Brands with all information and assistance as reasonably required for Preferred Brands to activate and operate the Service for Client pursuant to this Agreement. Client grants Preferred Brands all rights or licenses necessary for Preferred Brands to use such information in connection with the provision of the Service. When establishing an account, Client shall provide complete and accurate registration information requested by Preferred Brands. If in connection with the Service Client provides Preferred Brands with information concerning Client's manufacturers, retailers, and/or vendors, Client and hereby authorizes Preferred Brands to contact such third party for the purpose of exploring mutually beneficial business arrangements.

2.4 Client Administrator. Client shall designate one (1) contact and one (1) alternate as the responsible party for communication with Preferred Brands during the term of this agreement (Client's "Preferred Brands Administrator"). Client's Preferred Brands Administrator shall have the authority to bind the Client, including without limitation by agreeing to updates to this Terms of Service and/or the Privacy Policy from time to time. Client shall act hereunder through Client's Preferred Brands Administrator, except that another duly authorized representative of Client may change Client's Preferred Brands Administrator by giving written notice to Preferred Brands in accordance with the terms hereof.

2.5 Infrastructure. . Client acknowledges that Preferred Brands may host the Service using its own infrastructure or, may engage third parties to host the Service on its behalf.

2.6 Support and Maintenance. Preferred Brands will provide Client with a reasonable amount of support regarding use of the Service during the Term. Updates to the Service will be provided in Preferred Brands's discretion at no charge to Client. Preferred Brands' system maintenance may take place from time to time. During such times, or at other times beyond the control of Preferred Brands, the Service may be unavailable. Emergency maintenance may be required at other times in the event of system failure.

3. PROPRIETARY RIGHTS

3.1 Ownership. Preferred Brands shall own all right, title, and interest in and to the Site and the Service, including all modifications, improvements, upgrades, derivative works, and feedback related thereto and all intellectual property rights therein. Client agrees to assign any right, title, and interest it may have in the foregoing to Preferred Brands. Except for the express rights granted herein, Preferred Brands does not grant any other licenses, whether express or implied, to the Service, the Preferred Brands Content (defined below) or any other Preferred Brands software, services, or intellectual property.

3.2 Data Ownership and License. Client shall own all right, title, and interest in and to any data that is collected by Preferred Brands from Client in connection with Client's use of the Service ("Data"). Client grants and agrees to grant to Preferred Brands a perpetual, irrevocable, royalty-free, non-exclusive license to use such Data (a) in order to provide the Service to Client; (b) for statistical use (provided that such data is not personally identifiable); (c) as necessary to monitor and improve the Service; and (d) for any other lawful purpose. Client accepts responsibility for the accuracy, integrity, and quality of all Data Client transmits via the Service.

3.3 Content.

3.3.1 Proprietary Rights in Preferred Brands Content. The Service contains content of Preferred Brands or our licensors ("Preferred Brands Content"). ("Preferred Brands Content" and "Client Content" is collectively referred to as the "Content"). Preferred Brands Content is protected by copyright, trademark, and other laws, and Preferred Brands (or our licensors) owns and retains all rights in Preferred Brands Content. Client acknowledges that Preferred Brands Content includes any Preferred Brands-produced (or Preferred Brands-partner produced) content, the subject of which is Client's product or service (including without limitation Content which Preferred Brands or an Preferred Brands partner may have produced (A) at any trade or similar show attended by Client or its representatives, or (B) at a video shoot conducted at Client's location (or another mutually agreed location) (an "Preferred Brands Onsite Video Shoot") is expressly NOT a work-for-hire, and shall be owned solely by Preferred Brands). Client further hereby consents to Preferred Brands generating such Content (at a trade show, Preferred Brands Onsite Video Shoot, or otherwise, and Preferred Brands's use and exploitation of such Content for any purpose, including without limitation use in connection with the Service. To the extent such Content includes any Client intellectual property (e.g. a video containing a Client trademark), Client hereby grants Preferred Brands a perpetual, non-exclusive, fully-paid, royalty-free, fully sublicensable, transferable, irrevocable worldwide license to use, and exploit such intellectual property for any purpose.

3.3.2 Prohibited Content. The following is a partial list of the kind of Content that is illegal or prohibited to post on or through the Services ("Prohibited Content"). Preferred Brands reserves the right to investigate and take appropriate legal action against anyone who, in Preferred Brands's sole discretion, violates this provision. Without liability of any kind, Preferred Brands may reject, refuse to post, or delete any Client Content that in the sole judgment of Preferred Brands violates this Agreement or which may be offensive, illegal or violate the rights, harm, or threaten the safety of any person. Prohibited Content includes, but is not limited to Content that, in the sole discretion of Preferred Brands: is patently offensive and promotes racism, bigotry, hatred or physical harm of any kind against any group or individual; harasses or advocates harassment of another person; exploits people in a sexual or violent manner; contains nudity, violence, or offensive subject matter or contains a link to an adult website; solicits personal information from anyone under 18; provides any telephone numbers, street addresses, last names, URLs or email addresses; promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous; promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music, video, photos or links to pirated files; contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page); furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses; solicits passwords or personal identifying information for commercial or unlawful purposes from other Clients; involves commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes; or includes a photograph of another person that you have posted without that person's consent.

3.3.3 Monitoring of Content. Preferred Brands assumes no responsibility for the Content, and no obligation to modify or remove any inappropriate Content. Preferred Brands does not endorse or have control over the Content. Content is not necessarily reviewed by Preferred Brands prior to posting and does not necessarily reflect the opinions or policies of Preferred Brands. Preferred Brands makes no warranties, express or implied, as to the Content or to the accuracy and reliability of the Content. Despite prohibitions contained in Preferred Brands's Terms of Service, content provided by other Clients may contain inaccurate, inappropriate, offensive or sexually explicit material, products or services, and we expressly disclaim any responsibility or liability for this material. If Client becomes aware of misuse of the Services by any person, Client shall contact Preferred Brands at info@Preferred Brands.com, describe such abuse and reference Service Abuse in the subject line.

3.4 Restrictions. Client may not, and may not permit any third party to, (i) copy, reproduce, modify, translate, prepare derivative works of, de-compile, reverse engineer, or disassemble the Service or the Preferred Brands Content, or otherwise attempt to derive source code from the Service; (ii) use, evaluate or view the Service or the Preferred Brands Content for the purpose of designing, modifying, or otherwise creating any environment, program, or infrastructure or any portion thereof, which performs functions similar to the functions performed by the Service; (iii) use the Service in a service bureau or any other manner to provide services for a third party (iv) remove, obscure, or alter any copyright notice, trademarks, logos and trade names, or other proprietary rights notices affixed to, or contained within the Service (v) use the Site to upload, transmit or otherwise distribute any Content that is unlawful, defamatory, libelous, harassing, abusive, fraudulent, obscene, contains viruses, or is otherwise objectionable as determined by us; (vi) upload, transmit or otherwise distribute Content that infringes upon another party's intellectual property rights or other proprietary, contractual or fiduciary rights or obligations; or (vii) use the Site for any fraudulent or inappropriate purpose. Prohibited activity includes, but is not limited to: criminal or tortious activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, spimming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets; any automated use of the Service; interfering with, disrupting, or creating an undue burden on the Service or the networks or services connected to the Service; attempting to impersonate another Client or person; using the account, username, or password of another Client at any time or disclosing your password to any third party or permitting any third party to access your account; using any information obtained from the Service in order to harass, abuse, or harm another person; accepting payment or anything of value from a third person in exchange for your performing any commercial activity on or through the Services on behalf of that person; using the Services for making available Content that is harmful to minors in any way; or using the Services in a manner inconsistent with any and all applicable laws and regulations.

3.5 Confidentiality. Client acknowledges that the Service, the terms of this Agreement, and any other proprietary or confidential information provided to Client by Preferred Brands ("Preferred Brands Confidential Information") constitutes valuable proprietary information and trade secrets of Preferred Brands. Client agrees to preserve the confidential nature of the Preferred Brands Confidential Information by retaining and using it in trust and confidence, solely for its internal use and subject to the terms hereof, and by using the same degree of protection that it uses to protect its confidential information, but in no event less than reasonable care. Preferred Brands shall have the right to obtain an injunction (without having to post a bond or prove actual damages) to prevent any breach or continued breach of this section. Client agrees to promptly report any breaches of this section to Preferred Brands.

4. WARRANTY AND LIMITATIONS OF LIABILITY

4.1 Warranty Disclaimer. PREFERRED BRANDS DISCLAIMS ALL WARRANTIES, CONDITIONS, OR REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL, OR WRITTEN) WITH RESPECT TO THE SERVICE, THE SITE, THE CONTENT, ANY SUPPLEMENTAL SERVICE, OR IN EACH CASE ANY SUPPORT RELATED THERETO, INCLUDING ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, NON-INTERFERENCE, ACCURACY OF DATA, AND WARRANTIES ARISING FROM A COURSE OF DEALING. CLIENT UNDERSTANDS THAT NEITHER PREFERRED BRANDS NOR ITS LICENSORS SHALL BE LIABLE FOR ANY DAMAGES RESULTING FROM OR IN CONNECTION WITH THE USE OF THE SERVICE, THE SITE, OR THE CONTENT.

4.2 Limitations of Liability. EXCEPT FOR LIABILITY ARISING FROM SECTION 3.5 (CONFIDENTIALITY) OR 4.4 (INDEMNITY), NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, BUSINESS INTERRUPTION, OR LOSS OF INFORMATION, REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING. IN NO EVENT SHALL PREFERRED BRANDS'S TOTAL LIABILITY UNDER THIS AGREEMENT EXCEED $100.00.

4.3 Allocation of Risk. The warranty disclaimer and limitations of liability set forth in this Agreement shall apply irrespective of any failure of essential purpose of any limited remedy. Client and Preferred Brands each acknowledge and agree that the limitations of liability provisions of this section reflect an informed, voluntary allocation between them of the risk associated with Client's use of the Service. In the absence of this Section, Preferred Brands would not have made the Service available to Client for no charge.

4.4 Indemnity. Client shall indemnify, defend, and hold harmless Preferred Brands for all damages finally awarded (including attorneys' fees and costs) that arise from a third party's claim resulting from (a) any unauthorized use of the Service or any Preferred Brands Content by Client including without limitation any breach of Section 3.3.3 or Section 3.4 or (b) any use of the Service or any Preferred Brands Content by Client in violation of any law or regulation.

5. TERM

5.1 Term. This Agreement will commence on the Effective Date and will continue until terminated in accordance with Section 5.2.

5.2 Termination. Either party may terminate this Agreement by sending written notice to the other party. Any such notice shall specify the effective date of such termination, provided that if no date is specified, this Agreement shall terminate upon receipt of such notice.

5.3 Effect of Termination. Upon termination of this Agreement, Client must immediately stop using the Service, return or destroy all documentation and Preferred Brands Confidential Information, and certify such return or destruction in writing within thirty (30) days. Upon termination of this Agreement, Sections 3, 4, 5.3 and 6 shall survive and remain in effect and all other rights and obligations shall cease.

6. GENERAL

6.1 Notice.
Any notice required or permitted by this Agreement will be in writing and will be sent by registered or certified mail, return receipt requested, by e-mail, or by reputable overnight courier addressed to the other party at the address shown at the beginning of this Agreement (in the case of Preferred Brands) or the address shown provided to Preferred Brands in connection with entering into this Agreement (in the case of Client) or at such other address for which such party gives notice hereunder. Such notice will be deemed to have been given when delivered (as confirmed by receipt or other confirmation) or, if delivery is not accomplished by some fault of the addressee, when tendered. In addition, Preferred Brands may give any notice hereunder via a message delivered through the Service; such notice will be deemed to have been given when Client indicates its acknowledgement via a click to accept or similar method through the Service.

6.2 Publicity.
Client agrees that Preferred Brands may include the name, logo, and success stories of Client (including quotations from Client) on Preferred Brands's website, press releases, promotional and sales literature, and advertising materials.

6.3 Independent Contractor.
In performing under this Agreement, each party is acting as independent contractor, and in no way are the parties to be construed as partners, joint venturers, or agents of one another in any respect.

6.4 Compliance with Law.
Client agrees to comply with all applicable law when using the Service, including without limitation any law applicable to export limitations, or to Data. Client acknowledges that it is Client's sole responsibility to understand and comply with applicable law.

6.5 Force Majeure.
Neither party shall be in default for failing to perform any obligation hereunder, other than the payment of monies, if such failure is caused solely by supervening conditions beyond the parties' respective control, including without limitation acts of God, civil commotion, strikes, terrorism, failure of third party networking equipment, failure of the public Internet, power outages, labor disputes or governmental demands or restrictions.

6.6 Assignment.
Client may not assign its rights or obligations under this Agreement without obtaining Preferred Brands's prior written consent. Preferred Brands may assign its rights and obligations hereunder without Client's consent. Any assignment in contravention of this subsection shall be void.

6.7 Miscellaneous.
This Agreement shall be governed by the laws of the State of Minnesota (excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction). Further, the parties agree that any claim or cause of action under or relating to this Agreement shall be brought in the state or federal courts located in Minneapolis, Minnesota and the parties agree to submit to the exclusive personal jurisdiction of such courts. This Agreement constitutes the entire agreement between the parties regarding the subject matter stated herein, and supersedes all previous communications, representations, understandings, and agreements, either oral, electronic, or written. Any amendments to this Agreement shall only be valid if in writing and signed by an executive of both parties. Nothing contained in any other document shall in any way modify this Agreement or add any additional terms or conditions. If any provision of this Agreement, or the application thereof, shall for any reason and to any extent be determined by a court of competent jurisdiction to be invalid or unenforceable under applicable law, a valid provision that most closely matches the intent of the original shall be substituted and the remaining provisions of this Agreement shall be interpreted so as best to reasonably effect its original intent. No delay or omission by a party to exercise any right or power occurring upon any breach or default by the other party with respect to any of the terms of this Agreement shall impair any such right or power or be construed to be a waiver thereof.