Ownership Of Intellectual Property
Licensor's suppliers are the exclusive owners of all right, title and interest in and to the Software and Services along with any and all related Intellectual Property Rights including, without limitation, all associated rights under the laws of copyright (including derivative works), trademarks and patent. Nothing in this Agreement shall be deemed to limit or restrict Licensor's suppliers from providing its Software, Services or technology to any third party for any purpose whatsoever, or in any way affect the rights granted to such other third parties. The use of any of the Software or Services shall in no way be construed by any User as granting or conferring upon them any Intellectual Property rights whatsoever. Furthermore, you expressly agree not to alter or delete any copyright notices or trademarks included in any Software or Services.

DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (I) YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS", "WITH ALL FAULTS" AND "AS AVAILABLE" BASIS. LICENSOR AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT; (II) LICENSOR AND ITS SUPPLIERS MAKE NO WARRANTY THAT: (A) THE SERVICES WILL MEET YOUR REQUIREMENTS, (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS, AND (E) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED; (III) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL; AND (IV) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM LICENSOR OR ITS SUPPLIERS OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT LICENSOR AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF LICENSOR AND ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICES; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (III) UNAUTHORIZED ACCESS TO, OR ALTERATION OF, YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; OR (V) ANY OTHER MATTER RELATING TO THE SERVICES. LICENSOR AND ITS SUPPLIER'S ENTIRE LIABILITY TO YOU AND YOUR EXCLUSIVE REMEDY FOR ANY AND ALL LOSSES, CLAIMS, DAMAGES OR LIABILITIES OF ANY KIND CAUSED BY THE SERVICES SHALL BE NO MORE THAN THE FEES PAID BY YOU.

Exclusions and Limitations
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to you.

Indemnity
To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless Licensor and its suppliers and THEIR PARENTS, affiliates OR SUBSIDIARIES and their respective officers, members, managers, employees, agents, licensors, directors, suppliers from, and against, all losses, expenses, damages and costs, including reasonable attorney's fees, resulting from: (I) any breach of any representation or warranty in this Agreement; (II) claims relating to the Services which are caused by your act or omissions by you OR any of your authorized ASSOCIATES; or (III) any third party claims of infringement of copyright, patent, literary, privacy, publicity, Trademark, service mark or any other personal, moral, contract, or property right of any person, or any other alleged inaccuracy, omission, or deficiency alleged to have occurred which resulted FROM your Content, the use of your web site and any products or services that are distributed or displayed through your Web site.

Dispute Resolution
Except for actions to: (i) protect intellectual property rights, confidential information, or any other proprietary rights; (ii) enforce the payment provisions of this Agreement; and (iii) to enforce an arbitrator's decision hereunder; all disputes, controversies, and claims arising out of this Agreement shall be resolved by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") then in effect. The proceedings shall be held in Knoxville, Tennessee under the auspices of the AAA. As a minimum set of rules in the proceeding, the Parties agree as follows: a) any cause of action or claim you may have with respect to the Services must be commenced within one (1) year after such claim or cause of action arose or be forever barred; (b) the arbitration proceeding shall be held by a single arbitrator mutually acceptable to the Parties; (c) each Party shall equally bear the costs and fees of the arbitration proceeding, and each Party shall bear its own legal expenses; (d) any arbitration proceeding hereunder shall be conducted on a confidential basis; (e) the decision of the arbitrator shall be considered as a final and binding resolution of the dispute, and may be entered as a judgment in a court of competent jurisdiction within Knox County, Tennessee. Each Party agrees to submit to the jurisdiction of any such court for purposes of the enforcement of any such decision, award, order, or judgment; and (f) neither Party shall sue the other where the basis of the suit is a dispute over the express terms of this Agreement except for: injunctive relief for infringement or misappropriation of Intellectual Property Rights, confidential information or any other proprietary rights, enforcement of the payment provisions of this Agreement or enforcement of the arbitrator's decision in the event the other Party is not performing in accordance with the arbitrator's decision.

Miscellaneous
This Agreement shall be governed and construed in accordance with the laws of the State of Tennessee, without regard to its conflict of law provisions. Licensor may assign or transfer this Agreement and its rights and obligations herein without notice to you. You may not assign, pledge or otherwise transfer any interest in this Agreement whatsoever. This Agreement supersedes any prior understandings or written or oral agreements between Licensor and you relative to the subject matter, and there are no other representations, understandings or agreements between the Parties relative to the subject matter. If a court determines that a word, phrase, sentence, paragraph, Section or clause is unenforceable, illegal or void then it shall be severed and all of the other provisions of this Agreement shall remain operative and in full force and effect. No delay or omission by Licensor to exercise any right or power it has under this Agreement shall impair or be construed as a waiver of such right or power of Licensor. A waiver by Licensor of any breach or covenant shall not be construed to be a waiver of any succeeding breach or any other covenant. The headings in this Agreement are for ease of reference and do not affect the construction of this Agreement. All notices and other communications required or permitted hereunder to Licensor shall be in writing and mailed by certified mail or express air courier, charges prepaid, to the following address: WebsitesOnline.com™, Inc. 10932 Murdock Drive, Ste. 103A, Knoxville, TN 37932