TERMS OF SERVICE

Definitions. 
"ClientChecker", "BillingTracker", and "Frosty Mobile" are brands and trademarks owned by Fifth Walk LLC. Use of "ClientChecker", "BillingTracker", "Frosty Mobile", and "Fifth Walk LLC" are interchangeable and all mean Fifth Walk LLC in this document. "Affiliates" and "Partners" are all parties that have an agreement with ClientChecker to work with ClientChecker to publicize the existence of ClientChecker, and to bring more users to the site. Affiliates and partners are separate legal entities from ClientChecker. Nothing in the Terms of Service creates any obligations of any affiliate or partner to you, or gives you any rights against any affiliate or partner.

1. Acceptance of Terms.
This Terms of Service Agreement describes the terms and conditions applicable to your use of the ClientChecker, BillingTracker, or Frosty Mobile services (the "Services"). If you do not agree to these terms and conditions, you may not use any of these sites or their services. All rules, guidelines and policies listed elsewhere on these sites are also incorporated into the terms of this Agreement. Fifth Walk LLC reserves the right, in its sole discretion, to modify, alter or otherwise update this Agreement at any time. Any revisions, modifications or amendments to these Terms of Service will be binding on you upon your use of the sites and services after such revisions, modifications or amendments are made. Your continued use of the Sites and Services after revisions, modifications, or amendments are made will indicate your acceptance of the new Terms of Service. Fifth Walk LLC may, or may not, post any such revisions on the Announcements Section of its web site when they are made.  Fifth Walk LLC may, or may not, also advise you of any such revisions by e-mail sent to the e-mail address that you provide to us during the registration process. Such revisions will be deemed accepted by you by your continued use of the sites and services. Your only recourse for non-acceptance is to discontinue use of the web sites and services.

2. Eligibility and Registration.  
You must register to become a member of ClientChecker. Only registered members are allowed access to the ClientChecker services. Our services are not available to minors (under the age of 18).

3. Copyright.  
All content included on ClientChecker, BillingTracker, or Frosty Mobile, such as text, graphics, logos, icons, images, audio, video, HTML and software (collectively, "Content") is the property of Fifth Walk LLC or its content suppliers and is protected by copyrights or other proprietary rights. All Content is copyrighted by Fifth Walk LLC under U.S. and international copyright laws, conventions, and treaties. You may not modify, publish, transmit, sell, display or in any way commercially exploit any of the Content, in whole or in part, without the prior written consent of Fifth Walk LLC. If no specific restrictions are displayed, you may make copies of select portions of the Content if (i) the copies are made only for your personal, noncommercial use; (ii) you do not modify the materials in any way; and (iii) you do not delete or change any notices contained in the Content, such as copyright, trademark or other proprietary rights notices. Except for such personal copies, you may not copy, download, list or distribute Content without obtaining the prior written permission of the owner of the copyright or other proprietary right.

4. Trademarks.  
"ClientChecker" and "ClientChecker.com", "BillingTracker" and "BillingTracker.com", "Frosty Mobile" and "FrostyMobile.com" as well as the ClientChecker, BillingTracker, Frosty Mobile logos and other related marks which may appear on ClientChecker, BillingTracker, or Frosty Mobile, are the registered trademarks, trade names, or service marks of Fifth Walk LLC (collectively, "Trademarks"). You may not use, copy, modify or distribute the Trademarks. Nothing contained on ClientChecker, BillingTracker, or Frosty Mobile should be viewed as giving you any license or right to use any Trademark without Fifth Walk LLC's express written permission.

5. Third Party Content.
ClientChecker is a distributor and aggregator and not a publisher of Content supplied to ClientChecker by you, other users, or third parties. The postings you view on ClientChecker are provided by third parties and include the opinions of the individuals who submit the postings to ClientChecker. ClientChecker does not manually screen any content submitted to it prior to posting and does not know the content of the Content before it is posted. ClientChecker deals with every Content provider on equal footing and does not discriminate against any Content provider on any basis unless they have violated ClientChecker policies. Any opinions, advice, statements, services, offers, or other information that is part of the Content on ClientChecker that is expressed or made available by third parties are those of the respective authors or distributors and not of ClientChecker. CLIENTCHECKER ASSUMES NO RESPONSIBILITY AND MAKES NO REPRESENTATIONS, WARRANTIES, RECOMMENDATIONS, ENDORSEMENTS OR APPROVALS WITH REGARD TO SUCH THIRD PARTY INFORMATION. It is your responsibility to evaluate the information, opinions, advice or other Content available through ClientChecker, whether listed or provided by third parties or by ClientChecker. We do not control the information provided by other users, which is made available through our system. You may find other users' information to be offensive, harmful, inaccurate, or deceptive. Please use caution and common sense when using ClientChecker.

ClientChecker may conduct, but is not responsible for, screening, policing, or monitoring such third party Content. If notified of allegedly infringing, defamatory, damaging, illegal or offensive conduct, ClientChecker may investigate the allegation and determine, in its sole discretion, whether to remove or request the removal of such Content from ClientChecker. ClientChecker may also block access to ClientChecker to users who have submitted such offensive materials. However, ClientChecker cannot ensure prompt screening, policing, or removal of questionable content after online posting. ACCORDINGLY, CLIENTCHECKER SHALL ASSUME NO LIABILITY FOR THIRD PARTY CONDUCT, COMMUNICATION OR CONTENT ON CLIENTCHECKER.

You are licensed to view the Content for your internal use only. The Content may be used by you solely as one factor in your credit, insurance, marketing or other business decisions, and will not be used to determine an individual's eligibility for credit or insurance or be used primarily for personal, family, or household purposes or to determine an individual's eligibility for employment.

6. Release.  
In the event that you dispute the accuracy or truthfulness of any information posted on the site about you or your company, you may submit a complaint to the Contact Us page. You hereby acknowledge that any opinions, advice, statements, services, offers, or other information that is part of the Content on ClientChecker that is expressed or made available by third parties are those of the respective authors or distributors and not of ClientChecker, and hereby release ClientChecker (and our affiliates, partners, officers, directors, agents, subsidiaries and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such Content. If you are a California resident, you waive California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." If you are a resident of another state, you waive all similar provisions.

7. Your Information.
"Your Information" is defined as any information you provide to ClientChecker or post on the ClientChecker website. You are solely responsible for Your Information, and we act as a passive conduit for your online distribution and publication of Your Information. With respect to Your Information:

7.1 You hereby represent and warrant that:

7.1.1 Your Information (or any items listed therein) will contain information about other persons and/or companies based only on your personal transactions, experiences or interaction with such persons and/or companies;

7.1.2 Your Information (or any items listed therein): (a) shall not be false, inaccurate or misleading; (b) shall not be fraudulent or involve the sale of counterfeit or stolen items; (c) shall not infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or any other third party rights including rights of publicity or privacy; (d) shall not violate any law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, antidiscrimination or false advertising); (e) shall not be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (f) shall not be obscene or contain child pornography; (g) shall not contain any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (h) shall not create liability for us or cause us to lose (in whole or in part) the services of our Internet Service Providers or other suppliers; (i) shall not link directly or indirectly to or include postings that are prohibited under this Agreement or that you do not have a right to link to or include; and (j) shall not be posted with the intent to interfere with any existing contracts or the prospective economic advantage of any party; (k) does not contain any private information about any person (including, without limitation, medical information, social security numbers, drivers license numbers or contact information).

7.2 Solely to enable ClientChecker to use Your Information and so that we are not violating any rights you might have in that information, you hereby grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to use, copy, distribute, transmit, publicly display, archive and sublicense any content you submit to ClientChecker, in any media now known or not currently known.

7.3 When submitting Your Information to ClientChecker, you must also provide ClientChecker with certain additional information about yourself, including your name and e-mail address, and certify that such information is accurate and truthful. You may choose to post messages anonymously by using a fake user name (e.g. not your name) to protect your privacy with regards to other users of the site.

7.4 Without limiting other remedies, ClientChecker reserves the right to refuse or remove any posting for any reason with or without cause. ClientChecker may, in its sole discretion, immediately issue a warning, temporarily suspend, indefinitely suspend or terminate your membership and refuse to list Your Information or provide the Services to you for any reason with or without cause.

8. Restrictions on Use. You agree to not use ClientChecker to:

(a) upload, post, email or otherwise transmit any Content that is unlawful, threatening, abusive, harassing, tortuous, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;

(b) harm minors in any way;

(c) impersonate any person or entity, including, but not limited to, a ClientChecker official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;

(d) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service;

(e) upload, post, email or otherwise transmit any Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

(f) upload, post, email or otherwise transmit any Content that knowingly infringes any patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party;

(g) upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," links to your website or any other form of solicitation;

(h) upload, post, email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

(i) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;

(j) intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;

(k) "stalk" or otherwise harass another in violation of applicable law;

(l) collect or store personal data about other Members;

(m) upload, post, email or otherwise transmit any medical or legal advice.

9. Warranty.
We do not guarantee continuous, uninterrupted or secure access to our services, and operation of our site may be interfered with by numerous factors outside of our control. YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE AND OUR SUPPLIERS PROVIDE OUR WEB SITE AND SERVICES ON AN "AS IS" "AS AVAILABLE" BASIS. FIFTH WALK LLC MAKES NO REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OR RELIABILITY OF THE SITE, THE ACCURACY OR COMPLETENESS OF ANY INFORMATION ON THE SITE, OR THE AVAILABILITY, QUALITY, OR SAFETY OF ANY INFORMATION ON THE SITE. FIFTH WALK LLC AND ITS SUPPLIERS DO NOT GUARANTEE OR WARRANT THE CONTENT OR THE SYSTEM IN ANY WAY. NEITHER FIFTH WALK LLC NOR ITS SUPPLIERS SHALL BE LIABLE TO YOU FOR ANY LOSS OR INJURY ARISING OUT OF OR CAUSED, IN WHOLE OR IN PART, BY FIFTH WALK LLC’S AND/OR ITS SUPPLIERS’ NEGLIGENT OR OTHER ACTS OR OMISSIONS IN PREPARING OR DELIVERING THE CONTENT OR IN DOING ANYTHING RELATED THERETO. FIFTH WALK LLC AND ITS SUPPLIERS WILL NOT BE LIABLE FOR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, FIFTH WALK LLC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. FURTHER, FIFTH WALK LLC DOES NOT WARRANT THAT THIS SITE OR ITS CONTENT IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. This warranty gives you specific legal rights and you may also have other legal rights which vary from state to state.

10. Liability Limit.
IN NO EVENT SHALL FIFTH WALK LLC OR ITS SUPPLIERS BE LIABLE FOR ANY LOSSES, COSTS, OR EXPENSES OF ANY KIND ARISING FROM THE USE OF THIS SITE, INCLUDING DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE AND CONSEQUENTIAL DAMAGES, EVEN IF FIFTH WALK LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, IF FIFTH WALK LLC OR ITS SUPPLIERS ARE HELD TO BE LIABLE, FIFTH WALK LLC'S LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, COSTS OR EXPENSES OF ANY KIND SHALL BE LIMITED TO $100. Some states do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.

11. Indemnity.
You agree to indemnify and hold FIFTH WALK LLC and our subsidiaries, affiliates, partners, officers, directors, agents and employees harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Your Information, your breach of this Agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party.

12. Access and Interference.
You agree that you will not use any device, software, or routine to interfere or attempt to interfere with the proper working of any Fifth Walk LLC owned site. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure. Much of the information on ClientChecker is updated on a real time basis and is proprietary or is licensed to ClientChecker by our Members, visitors or third parties. You agree that you will not copy, reproduce, alter, modify, create derivative works, or publicly display any content (except for Your Information) from ClientChecker without the prior expressed written permission of ClientChecker or the appropriate third party. You agree that you will not use any robot, spider, other automatic device, or manual process to monitor or copy our web pages or the content contained herein without our prior expressed written permission. You agree that you will not link to any page, section or function of the ClientChecker site, except for its home page, or frame any page of the ClientChecker site. ClientChecker reserves the right to revoke your license to link to the home page of the ClientChecker site.

13. Privacy.
Our current Privacy Policy may be accessed from our home page. We may change our Privacy Policy from time to time and our changes are effective after we provide you with at least five (5) days' notice of the changes by listing the changes on the Announcements Section of our web site.

14. No Agency.
You and Fifth Walk LLC are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

15. Notices.
Except as explicitly stated otherwise, any notices shall be given by posting them on the Announcements Section of the web site, or at Fifth Walk LLC's discretion by e-mail to the e-mail address you provide to Fifth Walk LLC during the registration process.  Notice shall be deemed given 24 hours after posted on the web site or after the e-mail is sent, unless the sending party is notified that the e-mail address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to Fifth Walk LLC during the registration process. In such case, notice shall be deemed given three days after the date of mailing. Notices from you to Fifth Walk LLC are to be submitted via the Contact Us page with the words "Legal Notification" in the header, and are deemed sent 3 days after submission.

16. Arbitration.
Any controversy or claim arising out of or relating to this Agreement or our services shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in San Francisco, California, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either you or Fifth Walk LLC may seek any interim or preliminary relief from a court of competent jurisdiction in San Francisco, California necessary to protect the rights or property of you or ClientChecker pending the completion of arbitration.

17. Jurisdiction and Export. The ClientChecker, BillingTracker, and Frosty Mobile websites are controlled and operated by Fifth Walk LLC. The laws of the State of California will govern these terms and conditions, without giving effect to any principles of conflicts of laws. Fifth Walk LLC makes no representation that this website or the Content is appropriate, legal, or available for use in other locations. You are in the best position to know whether your use of this website is prohibited or restricted by local laws. Accordingly, if you choose to access and Fifth Walk LLC sites or use any of its services, you do so on your own initiative and are responsible for compliance with all local laws.
Content may be subject to United States export control laws, which prohibits exporting certain technical data and software to certain territories. No Content may be downloaded or otherwise exported (i) into, or to a national or resident of Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other country to which the United States has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading Content or using this website, you represent that you are not located in, or under the control of, a national or resident of any such country or on any such list.

18. Choice of Law; Consent to Jurisdiction; General
This Agreement shall be governed in all respects by the laws of the State of California as such laws are applied to agreements entered into and to be performed entirely within California between California residents. Subject to Section 16, for purposes of any arbitral or judicial proceedings or the enforcement of any award or order issued by any judicial or arbitral tribunal pursuant to this Agreement, each party agrees to nonexclusive personal jurisdiction and venue in the United States District Court nearest to San Francisco, California (and any California state court within that District). Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.

19. Severability and Change in Terms and Conditions
If any provision of these terms and conditions shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining terms and conditions. These terms and conditions are the entire agreement between Fifth Walk LLC and you relating to your use of its web sites and their Content. Fifth Walk LLC reserves the right to, and may at any time, revise any of the terms and conditions on this web site. Any such revisions shall be binding upon you, and Fifth Walk LLC recommends that you revisit this web page from time to time to review the current terms and conditions.

20. Contact Information
ClientChecker, BillingTracker, and Frosty Mobile are owned and operated by:

Fifth Walk LLC
webmaster@clientchecker.com

Notices of copyright infringement under the Digital Millennium Copyright Act must be sent to:

Copyright
Fifth Walk LLC
copyright@clientchecker.com