IMPORTANT-READ CAREFULLY: YOUR USE OF THE CWM PORTAL SERVICES IS CONDITIONED UPON YOUR COMPLIANCE AND ACCEPTANCE OF THESE TERMS.

IMPORTANT-READ CAREFULLY: BY CLICKING THE “I AGREE” BUTTON OR BY UTILIZING THE CWM PORTAL SERVICES YOU AGREE TO THESE TERMS. IF YOU DO NOT AGREE WITH THESE TERMS, CLICK THE “CANCEL” BUTTON AND DO NOT USE THE CWM PORTAL SERVICES.

These CWM Portal subscription terms and conditions are a contract between you and MJ Technologies, LLC d/b/a CWM Portal ("CWM Portal") for a subscription to and use of the CWM Portal Services. These subscription terms and conditions are in addition to and supplement the CWM Portal Terms of Service ("TOS") published on or linked to CWMPortal.com and related websites, pages and applications ("Website"). Your use of the CWM Portal Services is governed by the collective terms of both these subscription terms and conditions and the TOS (collectively, the "Agreement"). If there is a conflict between these subscription terms and conditions and the TOS, then these subscription terms and conditions will prevail.

“You” refers to the individual who registered and/or provided CWM Portal his or her account information for the CWM Portal Services or, if an individual is using and or purchasing the CWM Portal Services on behalf of an entity and is authorized to use and or purchase the CWM Portal Services on behalf of such entity, then “you” refers to such entity. Any software or technology associated with the CWM Portal Services is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.

The CWM Portal Services are available only to persons who can form legally binding contracts under applicable law. Without limiting the foregoing, the CWM Portal Services are not available to individuals under the age of 18.

1. Services and Terms

1.1 CWM Portal Services. CWM Portal provides an online service that enables businesses and their independent contractors to store, access and manage the documentation and obligations associated with their independent contractor relationships (“CWM Portal Services”). CWM Portal may change the CWM Portal Services at anytime with or without notice.

1.2 Use. Subject to the terms and conditions of the Agreement, CWM Portal will make the CWM Portal Services available to you only (a) during the Subscription Term (defined below), (b) for your internal business purposes, and (c) in accordance with CWM Portal’s documentation and stated policies made available on the CWM Portal Website.

1.3 Data Retention Policy. CWM Portal will retain your Business Client Documentation (defined below) for a minimum of three years. At the beginning of each calendar year, CWM Portal may destroy your Business Client Documentation that is older than three years. Before CWM Portal destroys any of your Business Client Documentation, CWM Portal will provide at least 60 days prior written notice to you via the email address you provided when completing your registration with CWM Portal, as updated by you from time to time. You may elect to obtain electronic file copies, in a mutually agreed format, of your Business Client Documentation, provided that you contact CWM Portal within such 60-day notice period. If you do not contact CWM Portal within such 60-day notice period to make arrangements to obtain electronic copies, then CWM Portal may destroy such Business Client Documentation. CWM Portal reserves the right to charge an administration fee to cover any expense associated with providing such electronic files to you. CWM Portal may change its document retention policy upon at least 60 days prior written notice to you. “Business Client Documentation” means any written documentation you have with or pertaining to your business clients who are authorized by and registered with CWM Portal to use the CWM Portal Services, including, without limitation, contracts between you and your business clients, tax documentation (e.g. W-9 and 1099 forms), your invoices, your business clients’ payments to you, and the like. NOTWITHSTANDING THE FOREGOING, IT IS SOLELY YOUR DUTY AND RESPONSIBILITY TO SEPARATELY BACKUP YOUR BUSINESS CLIENT DOCUMENTATION WHICH MAY RESIDE ON THE CWM PORTAL SERVERS. UNDER NO CIRCUMSTANCES WILL CWM PORTAL BE LIABLE TO YOU OR ANYONE FOR DAMAGES OF ANY KIND UNDER ANY LEGAL THEORY FOR LOSS OF YOUR BUSINESS CLIENT DOCUMENTATION ON ANY CWM PORTAL SERVER.

1.4 Support. CWM Portal will provide support services to you with respect to your use of the CWM Portal Services at no additional charge. Only certain internet browsers and browser versions are capable of accessing the CWM Portal Services. You may obtain the then-current list of such browsers and browser versions from CWM Portal upon request.

2. Your Obligations

2.1 Your Business Clients. You understand and agree that it is your responsibility to: (a) agree with any of your business clients to use the CWM Portal Services, (b) negotiate and document in writing your relationship with each of your business clients, and (c) authorize your business clients to remit payment to you using the CWM Portal Services. If any of your business clients desire to use the CWM Portal Services, please have them contact CWM Portal.

2.2 Your Business Client Documentation. You hereby grant CWM Portal a worldwide, non-exclusive and royalty-free license to copy, use, store, display and distribute your Business Client Documentation posted or otherwise provided by you or your business client (with respect to you) for the purpose of performing the CWM Portal Services including, without limitation, the right to allow your business client to access your Business Client Documentation that is applicable them. You and your business clients will have sole responsibility for negotiating, obtaining, selecting, maintaining and posting onto the CWM Portal Services your Business Client Documentation. You and your business clients will have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of your Business Client Documentation. You represent and warrant that you have obtained all necessary permissions, rights and consents for all of the Business Client Documentation provided by you or your business client (with respect to you) to CWM Portal under this Agreement to enable CWM Portal to perform the CWM Portal Services.

2.3 Business Client Disputes. As between CWM Portal and you, you will be solely responsible for any and all disputes between you and any of your business clients, and you will indemnify CWM Portal or otherwise pay CWM Portal’s expenses with respect to any such disputes as set forth below.

2.4 Compliance with Laws. You are solely responsible for complying with the laws affecting or regulating your business, your clients, your employees, your independent contractors, etc. You understand that CWM Portal’s provision of the CWM Portal Services does not relieve you of any responsibility and liability for those matters that you would otherwise have. You are solely responsible for ensuring your use of CWM Portal Services complies with applicable laws, rules and regulations including, without limitation, those related to privacy, employment and labor, children, tax, and the transmission of technical or personal data. Except as expressly set forth with respect to CWM Portal’s responsibilities under this Agreement, you are solely responsible for any and all damages that flow from your use of CWM Portal Services, your Business Client Documentation and your relationship with each of your business clients.

2.5 Restrictions. This is an Agreement for services, and you are not granted a license to any software, technology or intellectual property by this Agreement. You will not, directly or indirectly (a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of or included in the CWM Portal Services or any software, documentation or data related to the CWM Portal Services, (b) modify, translate or create derivative works based on the CWM Portal Services, (c) copy, distribute, pledge, assign or otherwise transfer or encumber rights to the CWM Portal Services, or (d) use the CWM Portal Services for timesharing or service bureau purposes.

3. Fees and Payment Terms

In consideration for the CWM Portal Services provided to you hereunder, you will pay CWM Portal One Percent (1%) of the amount you invoice and collect from all of your business clients combined per calendar month using the CWM Portal Services, up to $24 per calendar month (“Service Fee”). You hereby authorize CWM Portal or its third party payment processors to automatically withdraw the Service Fee from payments made to you by your business clients using the CWM Portal Services. CWM Portal may change its fees from time to time in its sole discretion upon at least 30 days notice. Except as expressly stated in this Agreement, all payment obligations are non-cancelable and all amounts paid are non-refundable. Disputes with respect to amounts owed or paid to CWM Portal will be deemed waived by you unless you notify CWM Portal of such dispute within 30 days after the end of the month in which the Service Fee was paid to CWM Portal. Each party will be responsible for payment of all taxes assessed against it as a result of this Agreement.

4. Term and Termination

4.1 This Agreement automatically renews on a calendar monthly basis. You may terminate this Agreement pursuant to the procedure described on the Website.

4.2 CWM Portal may terminate this Agreement or the CWM Portal Services at any time with or without cause, and with or without notice. CWM Portal will have no liability to you or any third party because of such termination.

4.3 Upon termination of this Agreement (a) CWM Portal will terminate your access to the CWM Portal Services, (b) CWM Portal will retain your Business Client Documentation, and you may continue to access your Business Client Documentation, in accordance with CWM Portal’s then-current document retention policy, (c) fees paid or owed are nonrefundable, and (d) Sections 1.3, 2.2, 2.3, 2.4, 2.5, 3, 4.3, 4.4, 4.5, 5, 6, 7, 8, 9 and 10 of this Agreement will otherwise survive.

4.4 Termination of this Agreement by CWM Portal is a nonexclusive remedy for breach and will be without prejudice to any other right or remedy of CWM Portal. Termination of this Agreement will not relieve you of your obligation to pay all fees that accrued before such termination.

4.5 The breach of Sections 2.5 (Restrictions) and 6 (Confidentiality) may cause irreparable harm to CWM Portal, the extent of which would be difficult to ascertain. Accordingly, in addition to any other remedies to which CWM Portal may be legally entitled, CWM Portal will have the right to obtain injunctive relief in the event of a breach of such sections by you without the requirement of posting a bond.

5. Ownership

5.1 Your Ownership. As between you and CWM Portal, you will retain all right, title and interest in and to your Business Client Documentation. You acknowledge and agree that your business clients will have access to your Business Client Documentation that pertains to them and that your business clients may download and copy such Business Client Documentation during and after the term of this Agreement, subject to CWM Portal’s then-current document retention policy. Use of such Business Client Documentation by your business clients is not governed by this Agreement but may be subject to the terms of a separate agreement between you and your business clients.

5.2 CWM Portal Ownership. Subject to your ownership of your Business Client Documentation, CWM Portal will retain all right, title and interest in and to all intellectual property and proprietary rights with respect to the CWM Portal Services provided by CWM Portal, together with any and all software, technology, functionality, text, data, information, materials, and graphics that enable the provision of such CWM Portal Services, including all updates, enhancements and modifications thereto, and all training materials, documentation, whitepapers, and deliverables provided by CWM Portal under this Agreement, and any suggestions for modifications or improvements to the CWM Portal Services provided by you.

5.3 Reservation of Rights. Your rights to use the CWM Portal Services are limited to those expressly granted in this Agreement. CWM Portal reserves all rights and licenses in and to the CWM Portal Services not expressly granted to you under this Agreement. Title to the CWM Portal Services is not conveyed hereunder.

5.4 Reports. CWM Portal may collect data and information from your use of any CWM Portal Services. Such data and information may be used by CWM Portal to provide CWM Portal with analyses of CWM Portal products and services.

6. Confidentiality

6.1 You acknowledge that, during the term of this Agreement, you may receive from or on behalf of CWM Portal confidential and proprietary information relating to CWM Portal (“Proprietary Information”). The CWM Portal Services are CWM Portal’s Proprietary Information. During and after the term of this Agreement, you agree to use the same degree of care to protect CWM Portal’s Proprietary Information as you use for your own proprietary information of like importance but in no event less than a reasonable standard of care, and you will not use CWM Portal’s Proprietary Information except as expressly authorized by this Agreement. You will only permit access to CWM Portal’s Proprietary Information to those of your employees, agents and representatives (a) who require access thereto for a purpose authorized by the Agreement and (b) who have signed confidentiality agreements or are otherwise bound by confidentiality obligations at least as restrictive as those contained herein.

6.2 CWM Portal will not disclose or use any of your Business Client Documentation other than for the purpose of providing the CWM Portal Services to you and your business clients, except for any data, reports or information: (a) that become public without act or omission by CWM Portal, (b) that was received from a third party not under any obligation of confidentiality to you, or (c) whose disclosure is required by law.

7.Disclaimer of Warranties

THE CWM PORTAL SERVICES ARE PROVIDED "AS IS" WITH NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. CWM PORTAL MAKES NO WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT TO THE ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS OR UTILITY OF THE RESULTS OF THE USE OF THE CWM PORTAL SERVICES, OR THAT THE CWM PORTAL SERVICES WILL MEET ANY OF YOUR REQUIREMENTS. CWM PORTAL DOES NOT WARRANT THAT ANY CWM PORTAL SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, NOR THAT THE CWM PORTAL SERVICES ARE NOT SUSCEPTIBLE TO INTRUSION, ATTACK OR COMPUTER VIRUS INFECTION. USE OF THE CWM PORTAL SERVICES ARE AT YOUR SOLE RISK. ANY MATERIAL, DATA OR DOCUMENTATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE CWM PORTAL SERVICES IS AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU RESULTING FROM THE USE OF THE CWM PORTAL SERVICES. THIS DISCLAIMER OF WARRANTIES IS IN ADDITION TO THE DISCLAIMER OF WARRANTIES SET FORTH IN THE TOS.

IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY CWM PORTAL, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS (INCLUDING WITHOUT LIMITATION ITS CUSTOMER SERVICE OR SUPPORT REPRESENTATIVES), WHETHER DIRECTLY OR INDIRECTLY, WILL (a) CONSTITUTE PERSONAL, LEGAL OR FINANCIAL ADVICE OR (b) CREATE A WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT TO THE WEBSITE OR THE CWM PORTAL SERVICES. YOU SHOULD NOT RELY ON ANY SUCH INFORMATION OR ADVICE, AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION.

THE FOREGOING DISCLAIMER OF REPRESENTATIONS AND WARRANTIES WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND WILL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR YOUR USE OF THE CWM PORTAL SERVICES OR THE WEBSITE.

SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION AND/OR LIMITATION OF IMPLIED REPRESENTATIONS OR WARRANTIES, OR ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH EVENT, CWM PORTAL’S WARRANTIES AND REPRESENTATIONS WITH RESPECT TO THE CWM PORTAL SERVICES AND THE WEBSITE WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW IN SUCH JURISDICTION.

8. Indemnification

8.1 You will, at your expense, defend, indemnify and hold harmless CWM Portal from and against any third party (including by any of your business clients) claims, actions, liabilities, damages, costs or expenses, including reasonable attorneys’ fees and costs, awarded against CWM Portal or agreed upon by you in settlement (“Claims”) to the extent such Claim is based on: (a) any of your Business Client Documentation posted or otherwise provided by you under this Agreement including, without limitation, allegations of infringement or violation of intellectual property, proprietary, privacy or contract rights of a third party, (b) any act or omission by you or any of your business clients, (c) an allegation that CWM Portal is liable in tort or under statutory liability for invasion of privacy or interference with contractual relationships or similar theories of law as a result of CWM Portal performing the CWM Portal Services under this Agreement, (d) personal injury, death or property damage not caused solely and directly by CWM Portal, (e) the breach (by you or CWM Portal) of any laws applicable to any of your business clients including, without limitation, labor and employment laws and privacy laws, (f) an allegation or finding that you are an employee of any of your business clients, and/or (g) any disputes between you and any of your business clients.

8.2 CWM Portal will: (a) promptly notify you in writing of any Claims for which it is seeking indemnification, provided, however, that failure to provide such prompt notice will not reduce your obligations under this section unless you are materially prejudiced by such delay in notice, (b) grant you control of the defense and settlement of the Claims, and (c) provide you, at your expense, with reasonable assistance and information requested by you for the defense and settlement of the Claims. CWM Portal may engage counsel of its choice at its own expense. You will keep CWM Portal informed as to the status of your efforts and reasonably consult with CWM Portal. You will not be liable for any settlement of an action effected without your written consent (which consent will not be unreasonably withheld or delayed), nor will CWM Portal settle any such action without your written consent (which consent will not be unreasonably withheld or delayed). You will have no right to admit liability by CWM Portal in any Claim, or settlement thereof, without CWM Portal’s prior written consent, which will not to be unreasonably withheld or delayed.

9. Other Proceedings

CWM Portal will not be required or compelled to be a party to, assist in, or otherwise participate, whether as a witness or in any other capacity, in any investigation, audit, action or proceeding, whether judicial, arbitral or administrative, instituted by you, any of your business clients, or any third party (collectively, a “Proceeding”), provided, however, that in the event that CWM Portal is made a party to or is threatened to be made a party to, or otherwise becomes involved in, any such Proceeding, then in any such case you agree to pay in advance, upon receipt of written demand therefor from CWM Portal, any and all expenses that may be incurred by CWM Portal in connection therewith, including, without limitation, reasonable attorneys' fees, disbursements and retainers, court costs, transcript costs, fees of accountants, experts and witnesses, travel expenses, and all other expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, or being or preparing to be a witness or other participant in a Proceeding.

10. Limitation of Liability

NEITHER CWM PORTAL NOR ITS THIRD PARTY SUPPLIERS AND LICENSORS WILL BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT CWM PORTAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE: (a) FOR ANY AMOUNTS IN EXCESS, IN THE AGGREGATE, OF THE FEES PAID BY YOU TO CWM PORTAL HEREUNDER DURING THE 6-MONTH PERIOD BEFORE THE CLAIM OR CAUSE OF ACTION AROSE, OR (b) FOR ANY PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR LOST DATA, WHETHER OR NOT SUCH LOSSES OR DAMAGES ARE FORESEEABLE, OR (c) FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES, OR (d) FOR LOSS OR CORRUPTION OF DATA OR INTERRUPTION OF USE. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION.

You understand and agree that (a) your use of the CWM Portal Services does not determine or guarantee that you will be classified under applicable laws, rules or regulations as an independent contractor and not an employee of any of your business clients, and (b) the CWM Portal Services only enable businesses and their independent contractors to store, access and manage their Business Client Documentation and obligations associated with their independent contractor relationships established outside of and separately from this Agreement.

YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THE CWM PORTAL SERVICES MUST BE COMMENCED WITHIN ONE YEAR AFTER THE CAUSE OF ACTION OR CLAIM ACCRUES, OTHERWISE SUCH CAU