TERMS OF USE FOR THE USER OF THE ONLINE SERVICES OF RPI Corporation IMPORTANT! PLEASE READ THIS ENTIRE AGREEMENT CAREFULLY. THESE ARE THE TERMS AND CONDITIONS GOVERNING YOUR USE OF OUR WEBSITE AND OUR SERVICES.

Welcome to RPI Corporation’s, wealthyIRA.com website. RPI Corporation and our affiliates,("collectively and or hereinafter "RPIC", "we", "our","us") provides this website and the materials located at and under the domain names wealthyIRA.com, wealthyIRA.net, and such other domains as RPIC operates or may in the future operate (collectively, this "Site") and any other RPIC services offered on this Site, including without limitation fee-based products or Member services we may offer currently or in the future (which collectively with this Site are referred to as the "Services") to you, the user, subject to compliance with these terms and conditions and our other operating rules and other operating rules and policies, all of which are incorporated into this Agreement by this reference, relating to this Site and the Services (collectively, this "Agreement"). By accessing or using the Services, you (or, if you are under 18 years of age, your parent or legal guardian) accept and agree to be legally bound by this Agreement, as it may be amended or supplemented from time to time, and agree to all operating rules, terms, conditions, policies, and procedures that may be published on this Site or in connection with the Services. All such rules, terms, conditions, policies, and procedures are incorporated into this Agreement by this reference. We may change, add or remove portions of this Agreement at any time, but if we do so, we will post such changes on the Service, and the changes will become immediately effective, and your continued use of the Site will indicate your acceptance of this Agreement as it is then in effect. Accordingly, you should visit this Site from time to time to review the then-current and effective terms and conditions of this Agreement because they are binding on you. If you do not agree to the terms and conditions of this Agreement, you should not use the Services, and, if applicable, you should contact us to cancel your subscription, membership or registered user account with us.

1. USE OF WEBSITE

1.1 GENERAL LICENSE. RPIC hereby grants to you a personal, revocable, non-exclusive, non-transferable, non-sublicensable limited right and license to access and use those portions of the Site and the Services accessible to the general public without a password or logon for your own personal research use, subject to this Agreement. In order to use the Services, you must provide and maintain adequate communications and computer equipment and obtain access to the World Wide Web directly or through devices that access web-based content. You are responsible for paying any and all service fees associated with such access. RPIC provides the Services for users of this Site to provide information and products of RPIC and its affiliates. As a condition to your use of this Site and the Services you agree that you will not:
(i) use this Site or the Services to infringe the intellectual property rights of others in any way;
(ii) use this Site or the Services or make any attempt to penetrate, modify or manipulate this Site or the Services or any of RPIC’s hardware or software in order to: invade the privacy of, obtain the identity of, or obtain any personal information about (including but not limited to IP addresses of) any RPIC account holder or user, or modify, erase or damage any information contained on the computer of any user connected to the Services; or
(iii) reverse engineer, disassemble, decompile, aggregate, disaggregate or obtain unauthorized access to or use of any elements or portion of the Services.

1.2 REGISTERED USER ACCESS LICENSE TO CERTAIN SERVICES. If you are accessing certain services of RPIC accessible only with a user ID and password you obtained upon registration, then, subject to that registration and this Agreement, RPIC hereby grants to you, a personal, revocable, non-exclusive, non-transferable, non-sublicensable limited right and license to access and use those portions of the Services on the Site made available to you pursuant to that registration, user ID and password (collectively, the "Member Services").

1.3 AVAILABILITY; ACCURACY. RPIC may change, suspend or discontinue any aspect of the Services at any time, including the availability of any Service feature, database, or content. RPIC may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability. Certain areas of this Site may require registration and use of a password and user ID to access certain content, and will be subject to additional terms and conditions. The information contained on this Site is provided solely for general informational purposes and is not intended to provide a complete description of all terms, conditions and exclusions applicable to all of the products and services described. RPIC is not engaged in rendering accounting, legal, financial, investment or any other advice. RPIC is not a registered investment advisor. Neither our Services nor our staff can provide financial or legal advice, and nothing we do and no element of the Services should be construed as such. The information and reports we may provide are not a substitute for professional legal, accounting or investment consultation, evaluation or advice. You should always consult with the appropriate professional legal, accounting, financial or investment advisor to be sure any products or services offered by RPIC are appropriate for you. For more information you should review our Disclaimer which is incorporated into this Agreement by this reference. Products and services referenced herein may not be available in all jurisdictions. The information contained on this Site was believed to be accurate at the time it was posted and RPIC periodically updates the information on this Web site; however, RPIC provides all information on this Site on an "as is" and "as available" basis and takes no responsibility for the timeliness, accuracy or applicability of the information.

1.4 LINKS. Links on this Site may provide access to other Internet sites that are not maintained or controlled by RPIC. Such external Internet sites contain information created, published, maintained or otherwise posted by organizations and entities independent of RPIC. RPIC is not responsible for the content of those sites. Links on this Site may also provide access to other entities affiliated with RPIC. This Agreement applies only to the Services offered at the RPIC Site. Your use of any web site not part of the RPIC Site will be subject to the terms and conditions posted on that web site. RPIC takes no responsibility and assumes no liability for any content posted by any third party or on any other web site, nor does RPIC approve, endorse or certify information available at any external site or linked addresses.

2. COPYRIGHTS AND TRADEMARKS.

All content included on this Site, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, the compilation of all content on this Site, and all software used on this Site is the property of RPIC or its licensors and protected by United States and international copyright laws. Trademarks owned by RPIC, including among others the wealthyIRA and RPIC name and logo, and all other trademarks, service marks, and trade names (collectively, "Marks") appearing on this Site are owned by RPIC or its licensors. Nothing in this Agreement or on the Site grants you any right or license to make any use of any materials or Marks on this Site other than as described in following paragraph.

You are only authorized to visit, view and retain a single copy of pages of this Site solely for your own individual, noncommercial use. You may not duplicate, download, publish, modify or otherwise distribute any material on this Site for any purpose other than insubstantial portions for your own individual, noncommercial use unless you have received prior specific authorization in writing from RPIC’s Rights and Permissions Department. We post various copyright notices and copyright management information, terms of service, and other legal notices as well as various credits on pages of this Site and with the Services, which you may not remove even from your permitted copy. Certain portions of this Site are protected by various technological measures that control access to and otherwise protect the rights of RPIC and its licensors as copyright owners and protect the privacy of or users. Any circumvention of such measures is strictly prohibited and subject to criminal prosecution as well as civil sanctions.

RPIC expects users to respect its copyrights. We likewise respect the intellectual property of others. On notice, RPIC will act expeditiously to remove content on our Site which infringes the copyright rights of others and will disable the access to the Site and Services by any one who uses them to repeatedly infringe the intellectual property rights of others. If you believe that our Site contains elements that infringe your copyrights in your work, please follow our Notice and Procedure for Making Claims of Copyright Infringement.

3. ACCEPTABLE USE

3.1 RESTRICTIONS ON USE. Except as expressly permitted, you may not, nor may you permit others to: (a) copy any portion of the Site or Services; (b) use the Services to provide a third party access to the Services, or any portion thereof, without our express written permission (c) create compilations or derivative works of the materials on the Site or available through the Services; (d) store in any information retrieval system, transfer, publish, distribute, display to others, broadcast, sell, or sublicense the Services, or any portion of the Site or the Services; (e) use the Services to develop any database, database service (online or otherwise), or other information resource in any medium (print, electronic or otherwise, now existing or developed in the future) for sale or license to or use by others; (f) remove, disable, or defeat any functionality in the Services designed to limit or control access to or use of the Services or to protect the rights of RPIC or its licensors as copyright owners; (g) use the Services for the benefit of any third party, including without limitation, in an outsourcing or timesharing arrangement, or in the operation of a service bureau; (h) sell, lease, sublicense, distribute, or otherwise transfer the Services to any person, firm, or entity; (i) decompile, disassemble create or attempt to create, by reverse engineering or otherwise, the source code from any object code accessible as part of the Site or Services; or (j) use, copy or otherwise access any restricted-access portion of the Site, the Services or any content or materials contained in any such area of the Services for which you have not been licensed and invoiced by us. If for any reason, you access or permit others to access any such content or materials which have not been licensed to you, these terms and conditions apply to your use of such content and materials and you agree to pay all applicable charges.

3.2 PROHIBITED ACTIVITIES. You are responsible for all of your activities and those of others you permit to access the Site and the Services through your facilities. You may not violate or attempt to violate the security of the Services. Accordingly, you shall not (a) circumvent or attempt to circumvent any security measures designed to control access to the Site or Services or in any way obtain or attempt to obtain unauthorized access to or use of any elements or portion of the Services; (b) access data or materials not intended for you; (c) log into a server or account which you are not authorized to access; (d) attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (e) use this Site or the Services to infringe the intellectual property rights of others in any way be advised that it is our policy to terminate the accounts of repeat infringers of copyright; (f) use this Site or the Services or make any attempt to penetrate, modify or manipulate this Site or the Services or any of RPIC's hardware or software in order to: invade the privacy of, obtain the identity of, or obtain any personal information about any third party; (g) attempt to interfere with service to any user, host or network, including without limitation, by submitting any harmful code, trojan horse, worm or virus to the Services, any denial of service attack, overloading, mailbombing or attempted crashing of the Services or the software or hardware used in providing the Services; or (h) spoof or otherwise impersonate any individual or entity, or forge, delete or alter any part of TCP/IP packet header information in any e-mail or other posting; (i) Create "deep links" into pages other than the front page of the Site; or (j) assist or permit any persons in engaging in any of the activities described above. It is a further condition of your use of the Services and this Site that you do not, nor do you permit others to in any way restrict or inhibit any other user from using and enjoying the Services or any RPIC property or system, or use this Site or any of the Services to

4. CONSEQUENCES OF UNACCEPTABLE USE

We reserve all rights, including without limitation the right to investigate and to involve and cooperate with law enforcement authorities, and to pursue a civil lawsuit or criminal prosecution for any alleged or actual illegal activities involving this Site or any of the Services, as well as the right to terminate your access to the Site or the Services. You agree that we may terminate your access and/or cancel your access to or use of any or all of our Services without prior notice to you if you violate this Agreement, without any liability to you. In connection with any such termination or cancellation, you further agree that we may immediately deactivate and delete your account any associated files or information.

5. INFORMATION YOU SUBMIT; MESSAGE BOARDS, CHAT ROOMS; LICENSE TO USE; DISCLAIMER.

5.1 INFORMATION YOU SUBMIT. We use the information you submit to us by email and through our Contact RPIC and Contact wealthyIRA.com pages and other pages we may add from time to time, to respond to your inquiries for information or requests for Services and otherwise in accordance with our Privacy Policy. Nonetheless, RPIC reserves the right at all times to disclose any information as necessary to satisfy any law, regulation or governmental request or avoid liability. When you complete forms online or otherwise provide us information in connection with the Site and Services, you agree to provide current, complete, true and accurate information. You agree not to use a false or misleading name or a name that you are not authorized to use. If RPIC in its sole discretion believes that any such information is untrue, inaccurate, not current or incomplete, RPIC may refuse you access to our Services, and pursue any appropriate legal remedies.

5.2 MESSAGE BOARDS AND CHATROOMS. The Member Services include message boards and chat rooms which allow interaction between users. RPIC does not control the messages, information or files delivered to message boards or by means of the RPIC service. It is a condition of your use of the RPIC Member Services and this Site that you do not:

• Restrict or inhibit any other user from using and enjoying the message boards or chat rooms, including without limitation by use of so-called IRC-bots, flooding, cloning, spoofing, or otherwise misrepresenting the identity of the poster, as determined in RPIC's sole discretion.
• Distribute any material that is, in RPIC's sole discretion, obscene, harassing, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, indecent, vulgar, or otherwise injurious or possibly offensive to third parties or objectionable, or in any way illegal, or consists of or contains software viruses or political campaigning.
• Engage in or encourage conduct that, in RPIC's sole discretion, would constitute fraud or any other criminal offense or could give rise to civil liability.
• Make any commercial use of the message boards or chat rooms, including , deceptive online marketing, commercial solicitation, chain letters, mass mailings, or any form of "spam," as determined in RPIC's sole discretion.
• Engage in any activity that, in RPIC's sole discretion, could damage the reputation of or the good will associated with wealthyIRA.com, RPIC or any of its products or the Services, or the reputation and good will of its vendors and customers; or
• Assist or permit any persons in engaging in any of the activities described above.

You understand that RPIC has no obligation to monitor the message boards or chat rooms. However, RPIC reserves the right at all times to disclose any information as necessary to satisfy any law, regulation or governmental request or to reduce liability. RPIC also reserves the right (but has no obligation) to remove or edit any information or materials, in whole or in part, that in RPIC's sole discretion are objectionable, could cause liability, or are in violation of this Agreement.

5.3 LICENSE TO USE. If you submit any material to RPIC or through the Site, including without limitation any information, graphics, message board or chat room submissions, creative suggestions, or any other content or materials, you grant RPIC and its affiliates and licensees a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any medium now known or later devised, including without limitation on the Site, and in connection with the Services and any advertisements and promotions of RPIC, or any of its products or services ("RPIC Materials"), and to use the name that you submit in connection with such content. You represent and warrant that you own or otherwise control all of the rights to the content that you post; that the content is accurate; that use of the content you supply does not violate this Agreement and will not infringe any intellectual property or other rights of or cause injury to any person or entity; and that you will indemnify RPIC and its affiliates from all claims resulting from any content you supply. You acknowledge that RPIC shall own all rights, title and interest in any RPIC Materials. You waive any right you may have to inspect or approve of any use of materials you submit or any RPIC Materials. You further acknowledge that RPIC has no obligation to use any material you submit.

5.4 DISCLAIMER. RPIC takes no responsibility and assumes no liability for any content posted by you or any third party

6. YOUR ACCOUNT; PASSWORDS; SECURITY; CANCELLATION.

6.1 YOUR MEMBER SERVICES ACCOUNT. Certain portions of the Services are only available to subscribers to our Member Services (such subscription, a "Membership", and the subscriber, a "Member"). If you are or become a subscriber to our Member Services or order products from us, you agree to provide us with true, accurate and complete information as required by the registration process for our Member Services ("Member Data"), and to allow us to share your Member Data with third parties for the purpose of verifying the information you provide and billing your credit card or otherwise charging your account, and for the purpose of fulfilling orders for products as reasonably necessary. You agree to maintain and promptly update the Member Data to keep it accurate. Without limiting any other provision of this Agreement, if you provide any information that is untrue, inaccurate, or incomplete, or we have reasonable grounds to suspect that such is the case, we reserve the right to suspend or terminate your user account or Member and refuse any and all current or future use by you of our Site and our Services (or any portion thereof), including without limitation our Member Services. You are obligated to check the "My wealthyIRA Profile" area of the Site from time to time to determine whether your Member Data and other profile information are current and accurate, and, if not, to correct or update your Member Data and other profile information.

6.2 PASSWORDS. If you subscribe to the Member Services, you will be solely responsible for maintaining the confidentiality of your account and its user ID and password and for restricting access to your computer and account, and you agree to accept full responsibility for all activities that occur under your account or password. RPIC offers its Services only to adults. If you are legally a minor, you may use the RPIC service only with consent of your legal guardian.

6.3 Security. You agree to Notify RPIC of any known or suspected unauthorized use of the Services and of any known or suspected breach of security, including loss, theft, or unauthorized use of your password or user ID. If we have reasonable grounds to suspect that the security of your password has been compromised, we have the right to suspend or terminate your account, refuse any and all current or future use of the Services, and pursue any appropriate legal remedies. If your credit card expires, is canceled, is lost or is subject to use without your authorization, you must contact us to update your Member Data. You are entirely responsible for any and all activities which occur under your user account. You are responsible for paying any amounts billed to your credit card by a third party which were not authorized by you. We shall not be responsible for any losses incurred in connection with any misuse of any Password or ID.

6.4 Cancellation of Membership. Either you or RPIC may terminate or cancel your Membership in our Member Services at any time. You understand and agree that the cancellation or termination of your Membership is your sole right and remedy with respect to any dispute with us including without limitation any dispute related to, or arising out of: (i) this Agreement or our enforcement or application of this Agreement; (ii) any practice or policy of RPIC, including without limitation our Privacy Policy, or our enforcement or application of these policies; (iii) the content available through our Services; (iv) your ability to access and/or use our Services; or (v) the amount or types of our fees or charges, surcharges, applicable taxes, or billing methods, or any change to our fees or charges, applicable taxes, or billing methods. Upon cancellation or termination of your Membership in our Member Services, we may immediately deactivate and delete your account and any associated files or information. We reserve the right to collect fees, surcharges, or costs related to your Membership (if any) incurred before your cancellation takes effect.

7. RISK OF LOSS PRODUCTS.

All dry goods purchased from the Site are offered pursuant to a shipment contract. This means that the risk of loss and title for such items pass to you upon our delivery to the carrier. RPIC and its affiliates and licensors attempt to be as accurate as possible in describing products. However, RPIC does not warrant that product descriptions or other content of this site is accurate, complete, reliable, current, or error-free. You may order services, merchandise or other products through our Site from other parties (collectively, the "Third Party Sellers"). All matters concerning the services, merchandise and other products from the Third Party Sellers, including without limitation terms of purchase, payment, warranties, guarantees, maintenance and delivery, are solely between you and the Third Party Sellers. We make no warranties or representations whatsoever with regard to any services, merchandise and other products provided by the Third Party Sellers. We are not, nor will we be deemed to be a party to such transactions, whether or not we may have received some form of revenue or other remuneration in connection with such transactions, and we will not be liable for any costs or damages related to or arising out of any such transactions, whether arising directly or indirectly.

8. REPRESENTATIONS WARRANTY DISCLAIMER.

You represent, warrant and covenant that no materials of any kind submitted through your account will (i) violate, plagiarize, or infringe upon the rights of any third party, including copyright, trademark, privacy or other personal or proprietary rights; or (ii) contain libelous or otherwise unlawful material.

YOU ACCESS AND USE THIS SITE AND ANY OF THE SERVICES OFFERED ON THIS SITE AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR NON-MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, ACCURACY OF INFORMATIONAL CONTENT, OR SYSTEM INTEGRATION. RPIC DOES NOT WARRANT THAT THE SITE AND ANY SERVICES WILL BE AVAILABLE OR OPERATE IN AN UNINTERRUPTED OR ERROR-FREE MANNER OR THAT ERRORS OR DEFECTS WILL BE CORRECTED. RPIC DOES NOT WARRANT THAT INFORMATION AVAILABLE ON OR THROUGH THE SITE IS APPROPRIATE, ACCURATE OR AVAILABLE FOR USE IN ANY PARTICULAR JURISDICTION, AND ACCESSING IT FROM JURISDICTIONS WHERE THEIR CONTENTS ARE ILLEGAL IS EXPRESSLY PROHIBITED. Some jurisdictions do not allow exclusion of certain implied warranties, so the above exclusions may not apply to you.

9. LIMITATION OF LIABILITY.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT RPIC SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE USE OF ANY OR ALL OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). TO THE EXTENT THE FOREGOING LIMITATION OF LIABILITY IS, IN WHOLE OR IN PART, HELD TO BE INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF RPIC FOR ANY REASON AND UPON ANY CAUSE OF ACTION (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, STRICT LIABILITY AND OTHER ACTIONS IN CONTRACT OR TORT) ARISING OUT OF OR IN ANY WAY RELATED TO THE SITE, THE SERVICES OR THIS AGREEMENT SHALL BE LIMITED TO THE LESSER OF (I)YOUR DIRECT DAMAGES ACTUALLY INCURRED UP TO A MAXIMUM OFTWO HUNDRED FIFTY DOLLARS ($250) OR (II) THE ACTUAL DOLLAR AMOUNT PAID BY YOU FOR THE SERVICE WHICH GAVE RISE TO SUCH DAMAGES, LOSSES AND CAUSES OF ACTIONS DURING THE 12-MONTH PERIOD PRIOR TO THE DATE THE DAMAGE OR LOSS OCCURRED OR THE CAUSE OF ACTION AROSE.

THE LIMITATION OF LIABILITY HEREIN APPLIES TO ALL LIABILITIES IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM YOUR USE OR YOUR INABILITY TO USE THE SITE OR ANY OTHER PART OF THE SERVICES, OR ANY OTHER MATTER ARISING FROM OR RELATING TO THE SITE. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE A COMPANY DOING BUSINESS IN CALIFORNIA, YOU HEREBY 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."

10. INDEMNITY

You agree to indemnify and hold RPIC harmless, and, at RPIC's request, to defend RPIC from and against any claim, demand, cause of action, debt, loss or liability, including reasonable attorneys' fees, to the extent that such action is based upon, arises out of, or relates to: (i) your use of (or inability to use) the Services; (ii) your violation of the terms and conditions of this Agreement; (iii) the infringement by you, or any other person using your password or account, of any right of any person or entity; or (iv) any other activities of yours accomplished using the Services. You agree to cooperate as fully as reasonably required in the defense of any such claim. RPIC reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you. This indemnity shall be in addition to and not limited by any other indemnity.

11. ORDER OF PRECEDENCE.

This Agreement governs your use of the Site and access to the Services. To the extent that any provision of this Agreement, or any supplemental agreement offered as any part of any registration for additional Services on this Site, conflicts with any provision of other agreements between you and RPIC or any of its related or affiliated entities, the terms of this Agreement, shall, as to the specific subject matter of this Agreement, take precedence over the conflicting term(s) of that other agreement, and that other agreement shall govern as to its specific subject matter.

12. APPLICABLE LAWS.

This RPIC Site is controlled by RPIC from its offices within Las Vegas, NV and, subject to the section captioned ORDER OF PRECEDENCE above, the validity, interpretation, enforceability, and performance of this agreement shall be governed by and construed in accordance with the internal laws of the State of Nevada, without regard to any conflicts of laws provisions. You agree that any dispute not subject to arbitration as described below, will be subject to and you hereby submit to the exclusive jurisdiction of and venue in the state and federal courts situated in Las Vegas, NV, USA.

13. DISPUTE RESOLUTION.

If a dispute arises out of or relates to this Agreement or its breach (with the exception of rights to injunctive relief with respect to intellectual property rights), and the parties have not been successful in resolving the dispute through direct negotiation, then (i) the dispute shall be resolved by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, (ii) any judgment on the award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction, (iii) the location of the arbitration shall be Las Vegas, NV, USA, and (iv) the parties shall have the right to take discovery of the other party by any method allowed by the Federal Rules of Civil Procedure. The arbitrator(s) shall each be a natural person who has never been employed (either as an employee or as an independent consultant) by either of the parties, or any parent, subsidiary or affiliate thereof. The arbitrator(s) may upon request exclude from the arbitration proceeding any evidence not made available to the other party pursuant to a proper discovery request. The arbitrator(s) shall issue a reasoned award. The cost of the arbitration shall be borne equally by the parties pending the award. Upon the decision of the arbitrator(s), the prevailing party shall be entitled to receive from the other party its reasonable attorneys' fees and costs. The parties, their representatives, other participants, the arbitrator(s) and the administrator(s) of the arbitration shall hold in confidence the existence, content and outcome of the arbitration.

14. GENERAL.

Without limiting any other remedy available to us, we may suspend or terminate this Agreement and your access to the Restricted Services under this Agreement if we have reason to believe that you have failed to comply with your obligations under this Agreement. Upon termination, cancellation or expiration of this Agreement for any reason and by either party, you agree to cease all use of the Member Services or of all of the Services as applicable. Certain provisions of this Agreement may be superseded by expressly designated legal notices or terms located on particular pages at this Site or in conjunction with the Services. No delay or failure to enforce any provision of this Agreement will constitute a waiver of such provision by RPIC or act as estoppel against later enforcement. Subject to the terms of the section captioned ORDER OF PRECEDENCE, this Agreement constitutes the entire agreement between you and RPIC with respect to the specific subject matter addressed herein, and governs your use of the Services, superseding any prior agreements between you and RPIC relating to such subject matter, but this Agreement may be supplemented by any other agreement you enter into with RPIC pursuant to a registration to access certain features of the Site or otherwise. You may not assign any of your rights or delegate any of your obligations under this Agreement without the prior written consent of RPIC. You may not assert any claim or cause of action arising out of or relating to your use of the Services more than one year after the date such claim or cause of action arose. RPIC shall not be deemed to be in breach of this Agreement due to any delay or failure of performance or interruption in the availability of the Services resulting directly or indirectly from any act of nature or other cause beyond the reasonable control of RPIC. This Agreement may be modified only by our posting of changes to this Agreement on this Site, or by written agreement of both parties. Each time you access this Site, you will be deemed to have accepted any such changes. We may assign our rights and obligations under this Agreement. This Agreement will inure to the benefit of our successors, assigns and licensees. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and that the other provisions of this Agreement remain in full force and effect. The section headings used in this Agreement are for convenience only and have no legal or contractual effect. Either party may terminate this Agreement for any reason at any time. You may do so by ceasing further access or use of the Site and Services. Sections 2-14 of this Agreement will survive any expiration, cancellation or termination of this Agreement.

NOTICE: SERVICES AT THE SITE ARE NOT INTENDED FOR USE BY MINORS WITHOUT PARENTAL CONSENT. IF YOU ARE UNDER 18 YEARS OF AGE YEARS OF AGE IN MOST STATES (OR IF YOU ARE UNDER 19 IN ALABAMA, COLORADO AND NEBRASKA, OR UNDER 21 IN MISSISSIPPI, NEW YORK, OR DC), YOU MAY NOT USE THE SERVICES WITHOUT REGISTRATION BY A PARENT OR LEGAL GUARDIAN ON YOUR BEHALF.

BY USING OR ACCESSING THIS SITE OR THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT AND THESE TERMS OF USE.