Terms of Service

1.1

These Metro Publisher Terms of Service (TOS) are between YOU (“YOU, YOUR COMPANY”) and Vanguardistas LLC. (“VANGUARDISTAS”) and its affiliates and consist of the most recent version of the Terms and Conditions.

1.2

The contract is valid once YOU submit the online contract form to VANGUARDISTAS and YOU accept the Terms and Conditions.

1.3

VANGUARDISTAS reserves the right, in its sole discretion, to change, modify, add, or remove all or part of these Terms, including but not limited to any term, policy, or guideline, at any time. The changes will take effect (1) with notice to YOU and (2) at the beginning of the next Renewal Term. If YOU do not accept the changes, do not renew at the start of the next term. YOUR continued use of the Service following VANGUARDISTAS' notice or posting of changed Terms will constitute YOUR acceptance of such changes beginning with the start of the next Renewal Term. Fees will not be changed without prior notice. In order to ensure proper notice to YOU, it is YOUR responsibility to provide VANGUARDISTAS accurate and up-to-date contact information.

1.4 NOTIFICATION REQUIREMENTS

Notices and announcements are made via the Service Dashboard.

Any notice, including billing, change of the Terms and Conditions, price change, or the termination of YOUR contract and/or other documents which may be given by Vanguardistas under this agreement, shall be deemed to have been duly given if posted in YOUR VANGUARDISTAS Service Dashboard (https://go.metropublisher.com/). The receipt of such a notification to you will be confirmed by the time stamp of a successful transmission.

It is YOUR obligation to check the Service Dashboard of YOUR account on a regular basis.

1.5

By submitting the online contract form to VANGUARDISTAS LLC. and accepting of the Terms and Conditions YOU (a) agree to be bound by these Terms; (b) represent and warrant that, if YOU are an individual, YOU are 18 years old or older or, if YOU are an entity, that YOU are a corporation, partnership, or other legal entity duly formed (and incorporated if applicable) in good standing to do business with all legal authority and power to accept these Terms; (c) agree to provide true, accurate, current, and complete information in the Service registration form, including YOUR authenticity, YOUR billing and payment-related information and other account information (all together, the "Account Information"), and agree to maintain and update this information to keep it true, accurate, current, and complete; and (d) represent and warrant that YOU have the power and authority to enter into and perform under these Terms. If these Terms or any future changes are unacceptable to YOU, YOUR sole remedy is to cancel YOUR Service. IF YOU DO NOT ACCEPT AND AGREE TO THESE TERMS, DO NOT COMPLETE THE REGISTRATION PROCESS.

2.1

Metro Publisher is a Content Management System delivered as a Software as a Service (SaaS). The price schedule is as following:

Metro Publisher Standard $149 per month (200 GB Transfer included)

Metro Publisher Pro $295 (500 GB Transfer Included)

Metro Publisher Enterprise $ (Starting at 1000 GB Transfer Included)

The service includes hosting and a base amount of traffic measured in Gigabytes (GB) of data transfer. Standard accounts are allotted 200 GB of data transfer per month, while Pro accounts are allotted 500 GB per month. Any data transfer beyond those base amounts is considered additional usage. Additional usage will be invoiced separately at the following rates:

The supplemental invoice for additional usage will be generated at the same time as YOUR regular monthly bill and will be made available to YOU via the VANGUARDISTAS Service Dashboard at https://go.metropublisher.com/. However, supplemental charges will not be automatically processed along with your regular monthly payment. All supplemental bills require that YOU make a manual payment via the VANGUARDISTAS Service Dashboard within 5 business days of its posting to your account.

It is YOUR responsibility to regularly check the balance on your account and immediately pay any supplemental charges.

2.2 Services

Each Metro Publisher client has access to two web sites. One is the "Public Site" which is what public users see, and the other is the "Admin Site" where YOU will administer all structure and content of YOUR public web site.

A. Public Site (website*.metropublisher.net)

B. Admin Site (website*-admin.metropublisher.com)

*The “website” is a required field of the sign up form. The precise website name is filled in by YOU during the sign up process.

VANGUARDISTAS will provide YOU with access to the Metro Publisher Community & Support Site.

YOUR RESPONSIBILITIES

2.3

YOU are responsible to designate one single point of contact between YOU and VANGUARDISTAS.

2.4

YOU will use only the issue tracking system for communication with VANGUARDISTAS regarding bug reports or use of the service. New tickets submitted via the issue tracking system generally receive a response within one business day of their submission. However, VANGUARDISTAS provides no guarantee of this response time. Furthermore, final resolution may take longer depending on the complexity of the issue. Support will only be provided for Metro Publisher software. No support will be provided for migration issues or any other software product.

2.5

It is YOUR sole responsibility to provide the domain name, the rights of the domain name, the administration and payments for the domain name.

2.6

For YOUR domain to resolve to YOUR Metro Publisher Account, it is YOUR sole responsibility to make all necessary changes via YOUR domain registrar or Internet Service Provider to point DNS Records to Metro Publisher’s IP Address/s.

2.7

It is YOUR sole responsibility to provide graphic design assets compatible with the VANGUARDISTAS’ Metro Publisher service. If you are a pro client, it is YOUR sole responsibility to ensure that all CSS is compatible with VANGUARDISTAS’ Metro Publisher service and all current browsers.

2.8

It is YOUR sole responsibility that the size of every individual file is not more than 250 kilobytes.

3.1

Except for the rights expressly granted herein, this Agreement does not transfer from VANGUARDISTAS to YOU any VANGUARDISTAS developed, licensed, or owned technology, and all rights, title, and interest in and to such technology will remain solely with VANGUARDISTAS. The parties agree that they will not, directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or other trade secrets from the other party.

3.2

Notwithstanding anything to the contrary in this Agreement, YOU will not attempt to prohibit or enjoin VANGUARDISTAS at any time from utilizing any skills or knowledge of a general nature acquired during the course of providing the Services, including, without limitation, information publicly known or available or that could reasonably be acquired in similar work performed for another customer of VANGUARDISTAS.

3.3

VANGUARDISTAS may be required to disclose information to individuals asserting rights under the Digital Millennium Copyright Act and YOU expressly authorize VANGUARDISTAS to comply with any and all lawful notices, subpoenas, court orders, or warrants without prior notice to YOU. Under such a circumstance, VANGUARDISTAS will notify YOU as soon as possible.

3.4

YOU will not use VANGUARDISTAS name or any language, pictures or symbols that could, in VANGUARDISTAS sole judgment, imply VANGUARDISTAS identity in any (i) written or oral advertising or presentation, or (ii) brochure, newsletter, book, or other written material of whatever nature, without VANGUARDISTAS prior written consent. YOU agree that any and all press releases and other public announcements related to this Agreement and subsequent transactions between VANGUARDISTAS and YOU, including the method and timing of such announcements, must be approved in advance by VANGUARDISTAS in writing. VANGUARDISTAS reserves the right to withhold approval of any public announcement in its sole discretion. Without limitation, any breach of YOUR obligation regarding public announcements shall be a material breach of these Terms. Permission is hereby given to disclose that VANGUARDISTAS’ Metro Publisher is supplying you with the Software-as-a-Service CMS.

3.5

VANGUARDISTAS, other VANGUARDISTAS product and service names, and all of their related logos are each trademarks of VANGUARDISTAS (the " VANGUARDISTAS Marks"). Without VANGUARDISTAS' prior written permission, YOU agree not to display, or use in any manner, the VANGUARDISTAS Marks.

4.1 Payment Terms List

The complete list of payment terms are governed as follows:

Unless modified in accordance with Section 4.6 YOU will pay all fees due according to the prices and terms applicable to YOUR Selected Service plan.

4.2 Monthly Payments

YOUR completion and submission of the online contract form including YOUR agreement to abide by the Term & Conditions (checking the box) will initiate automatic monthly payment authorization to VANGUARDISTAS via Amazon Payments™. The first payment will be processed immediately. For all future monthly payments, YOUR completion and submission of the online contract form establishes the day each month on which all subsequent bills will be generated. All subsequent payments will be processed immediately on that day each month. A complete list of invoices and payment history are always available on YOUR Service Dashboard at https://go.metropublisher.com/.

4.3 Non-payment or ACH/NSF Failure

Should a payment authorization be declined and fees remain unpaid, YOUR account will be past due and YOU will receive a notice via the VANGUARDISTAS Service Dashboard. The notice will state
(a) that YOUR contract and Metro Publisher service will be terminated unless full payment is received within five (5) days and
(b) that YOUR Metro Publisher service will be removed from VANGUARDISTAS’ server at the end of thirty (30) days from the notice date. YOU will be able to receive all YOUR information and content by request through Service Dashboard during this 30 day period.

After 30 days, VANGUARDISTAS accepts no liability for any information or content of YOURS that is deleted due to an invalid payment or past due status. Reactivation of the Service after termination or cancellation shall require the payment of additional setup fees.

4.4 Updates and New Features

From time to time VANGUARDISTAS maintains the right to update service and/or software development for Metro Publisher. YOU will be notified of new features and when installation will occur. YOUR Service will be updated when such updates are performed. Such updates will take effect immediately after installation. YOU will not be charged for any update.

4.5 Refunds

For any Service there is no refund of any unused portion of the service YOU choose not to use or YOU are responsible for not using.

4.6 Price Changes

VANGUARDISTAS may, upon notice required by applicable laws, at any time change the amount of or basis for determining any fee or charge or institute new fees or charges with respect to the Service. Upon renewal the new prices charged may be changed with reference to the previous notice to the then prevailing price for the Services.

5.1 Term

The duration of the Initial Term is one calendar month. The term will automatically renew each month on the same day at the VANGUARDISTAS’ current rates and charges. The duration of each renewal term is one calendar month.

5.2 Cancellation/Termination by YOU

If YOU wish to terminate the Service at the end of the INITIAL Term YOU must cancel your Metro Publisher subscription via the Service Dashboard before the next Term commences. The next term commences one calendar month after the day YOU signed up. If YOU wish to terminate the Service YOU must do so 5 (five) business days before the commencement of the Renewal Term via the Service Dashboard. If YOU do not terminate 5 (five) business days before the Renewal Term commences, the service will continue for the duration of the next Renewal Term of one month. The process of renewal will continue unless the contract is terminated. The Renewal Term will be charged with the then-current VANGUARDISTAS service rates.

Except as set forth in these Terms, neither party will be liable to the other for any termination or expiration of any Service or this Agreement in accordance with its Terms.

YOU may cancel YOUR Service and terminate these Terms at any time. The service ends at the end of the month in which YOU send the termination. If YOU cancel the Service five (5) business days before the end of the Initial or Renewal Term, YOUR Service will be discontinued at the end of the Term.

Termination of the Service can only be completed by YOU through Service Dashboard.

5.3 Termination by VANGUARDISTAS

First, VANGUARDISTAS may terminate these Terms & Conditions with 15 days notice in advance of the end of the Term. Any and all changes must be communicated, especially of price change.

Second, VANGUARDISTAS may terminate the contract with 15 days notice in advance of the end of the Initial Term.

Third, VANGUARDISTAS may terminate the contract with 30 days notice in advance if the duration of YOUR contract is already one (1) month or more, and YOU

• (a) have breached, violated, or acted inconsistently with the letter or spirit of these Terms, including any applicable VANGUARDISTAS Policy or any applicable law or regulation;
• (b) have provided false information as part of YOUR Account Information;
• (c) have failed to keep YOUR Account Information complete, true, and accurate;
• (d) have failed to respond to any communication sent to YOUR Service Dashboard listed in YOUR Account Information;
• (e) are engaged in fraudulent or illegal activities or the sale of illegal or harmful goods or services; or
• (f) are engaged in activities or sales that may damage the rights or reputation of VANGUARDISTAS or others (each "Termination for Cause").
• Any Termination for Cause by VANGUARDISTAS will take effect immediately. YOU expressly agree that YOU will not have any opportunity to cure.

If YOUR Metro Publisher ID is terminated for any reason, these Terms and YOUR access to the Service will also be terminated.

5.4 Termination for Cause by Either Party

In addition to any other right to terminate set forth herein, either party may terminate this Agreement if:

• (a) the other party breaches any material term or condition of this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice of the same, except in the case of failure to pay fees, which must be cured within five (5) days after receipt of notice from VANGUARDISTAS to YOUR account at the Service Dashboard at https://go.metropublisher.com/;
• (b) the other party becomes the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors; or
• (c) the other party becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within fifteen (15) days of filing.

5.5 Termination – Legal Event

In the event a ruling, regulation, or order issued by a judicial, legislative, or regulatory body causes VANGUARDISTAS to believe that these Terms and/or the Service provided hereunder may be in conflict with such rules, regulations, and/or orders, VANGUARDISTAS may suspend or terminate the Service, or terminate these Terms without liability.

5.6 Deletion of Content

Upon any termination of the Service, VANGUARDISTAS reserves the right to permanently delete from its servers any and all information and content contained in YOUR account or Service, including but not limited to files, and any web pages generated by YOU or the Service. VANGUARDISTAS accepts no liability for such deleted information or content.

5.7 Responsibility for Fees

Should VANGUARDISTAS suspend a portion, but not all, of YOUR Service due to a violation by YOU of any law, regulation, or policy, YOU shall remain liable for all fees applicable to the Service as a whole. Should VANGUARDISTAS terminate YOUR Service, YOU are liable for the payment of all fees applicable to the Service up to the date of termination, in addition to any early termination fees (if any).

5.8 Waiver

YOU expressly waive any statutory or other legal protection in conflict with the provisions of this Section.

6.1 VANGUARDISTAS Policies

YOU agree that YOU have received, read and understand the VANGUARDISTAS Privacy Policy ("VANGUARDISTAS Policies"). The current version of the VANGUARDISTAS Policies is posted in the Service Dashboard.

VANGUARDISTAS may change the VANGUARDISTAS Policies upon notice to YOU, which notice may be provided by posting such new VANGUARDISTAS Policies in the Service Dashboard.

As part of YOUR Registration Process, YOU agree that some communications are required, for example but not limited to, customer service messages regarding YOUR Service, and updates to the Service. In order to opt out of receiving such communications, YOU must cancel the Service. YOU also understand and agree that the Service may include certain communications from VANGUARDISTAS, such as service announcements and administrative messages, that these communications are considered part of YOUR Metro Publisher service, and that YOU will not be able to opt out of receiving them.

6.2 Prohibited Uses

In addition to those matters set forth in the VANGUARDISTAS Policies, YOU shall not post, transmit, retransmit, or store material on or through any of the Services which, in the sole judgment of VANGUARDISTAS

• (a) is in violation of any local, state, federal, or foreign law or regulation, or
• (b) is threatening, obscene, indecent, defamatory, misleading, or that otherwise could adversely affect any individual, group, or entity (collectively, "Persons"), or
• (c) violates the rights of any person, including rights protected by copyright, trade secret, patent, or other intellectual property or similar laws or regulations including, but not limited to, the installation or distribution of "pirated" or other software products that are not appropriately licensed for YOUR use, or
• (d) in any way violates or infringes upon any party's privacy right, right of publicity or any other right of any person or entity, or
• (e) contain any viruses, trojan horses, worms, time bombs, cancelbots, or other computer programming defects that is intended to damage a user's system or data.

YOU shall not provide any offensive content. If either party has reasonable grounds to suspect the presence of any offensive content it shall notify the other party. Each party shall have the right, without any liability to each other or a third party, to remove or direct removal of the offensive content. The content of YOU is in the sole and exclusive responsibility of YOU. If YOU are in breach of these rules or if YOU are required by law or court order to remove YOUR content or parts of YOUR content VANGUARDISTAS will follow that requirement and will remove the offensive content.

YOU agree that YOU will NOT knowingly use the Service, among other things, to:

• (a)upload, post, email, transmit, or otherwise make available any content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, 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 VANGUARDISTAS 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, transmit, or otherwise make available any content that YOU do not have a right to make available 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, transmit, or otherwise make available any content that infringes any patent, trademark, trade secret, copyright, or other proprietary rights of any party;
• (g) upload, post, email, transmit, or otherwise make available 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;
• (h) 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;
• (i) intentionally or unintentionally violate, attempt to violate, or avoid any applicable ICANN regulation or policy;
• (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) provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;
• (l) "stalk" or otherwise harass another;
• (m) collect, transmit, or store personal or financial data about any individual or entity;
• (n) promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty to animals. This may include, but is not limited to, providing instructions on how to assemble bombs, grenades, and other weapons, and creating "Crush" sites;
• (o) collect, transmit, or store any type of adult, mature, or sexually explicit content.

YOU are entirely responsible for maintaining the security of your login and password. YOU are fully responsible for all activities that occur under YOUR Service and password. YOU agree to immediately notify VANGUARDISTAS of any unauthorized uses of the Service or any other breaches of security. VANGUARDISTAS cannot and will not be liable for any loss or damage from YOUR failure to comply with this security obligation. YOU acknowledge and agree that under no circumstances will VANGUARDISTAS be liable, in any way, for any acts or omissions YOU or any user of YOUR Service to whom YOU gave access, including any damages of any kind incurred as a result of such acts or omissions.

8.1 Content and Conduct Rules

YOU understand that all information, data, text, software, music, sound, photographs, graphics, video, messages, goods, products, services, links to other World Wide Web sites or resources, and other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. This means that YOU, and not VANGUARDISTAS, are entirely responsible for all Content that YOU upload, post, transmit, or otherwise make available via the Service. The Content must comply with these Terms, including applicable VANGUARDISTAS Policies, and any applicable law or regulation.

8.2 YOUR Privacy Policy

YOU agree (a) to post a privacy policy in YOUR Metro Publisher web site that, at a minimum, discloses any and all uses of personal information that YOU collect from users; (b) to provide a hypertext link to YOUR privacy policy on the home page of YOUR Metro Publisher web site and on all pages where YOU collect personal information from users; and (c) to use personal information only as expressly permitted by YOUR privacy policy. YOU agree to indemnify and defend VANGUARDISTAS from and against any and all claims stemming from YOUR failure to comply with this provision and/or YOUR failure or refusal to abide by the terms and provisions of any applicable Privacy Policies.

8.3 Content Ownership

VANGUARDISTAS does not claim ownership of the Content YOU place on YOUR Service. YOU also grant VANGUARDISTAS the right to maintain such content on VANGUARDISTAS's servers during the term of these Terms. This license exists only for as long as YOU continue to be a Service customer and terminates when YOUR Service is terminated. YOU acknowledge that VANGUARDISTAS does not pre screen Content, but that VANGUARDISTAS and its designees shall have the right (but not the obligation) in their sole discretion balancing YOUR right to free speech and the general law to refuse or remove any Content that is available via the Service. Without limiting the foregoing, VANGUARDISTAS and its designees shall have the right to remove any Content that violates these Terms, including any applicable VANGUARDISTAS Policies, is illegal, or is otherwise objectionable as determined in VANGUARDISTAS's sole discretion. YOU agree that YOU must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content.

8.4 VANGUARDISTAS Proprietary Rights and Software

YOU acknowledge and agree that the Service and any necessary software used in connection with the Service ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. YOU further acknowledge and agree that Content available from VANGUARDISTAS for the Service, or contained in sponsor advertisements or information presented to YOU through the Service or advertisers, is protected by copyrights, trademarks, service marks, patents, or other proprietary rights and laws. Except as expressly authorized by VANGUARDISTAS or advertisers, YOU agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the such Content, the Service, or the Software, in whole or in part.

VANGUARDISTAS grants to YOU a personal, non transferable and nonexclusive right and license to use the object code of its Software only on a server controlled by VANGUARDISTAS for the sole purpose of using the Service; provided that YOU do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in, or otherwise transfer any right in the Software. YOU agree not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Service. YOU agree not to access the Service by any means other than through the interface that is provided or authorized by VANGUARDISTAS for use in accessing the Service.

YOU may not use web pages or parts of web pages generated by means of the Software, other than Content that originates from and is proprietary to YOU, on any server other than the servers controlled by VANGUARDISTAS without VANGUARDISTAS's express written agreement. YOU also acknowledge and agree that the Software is intended for access and use by means of web browsing software, and that VANGUARDISTAS does not commit to support any particular browsing platform. VANGUARDISTAS reserves the right at any time to revise and modify the Software, release subsequent versions thereof and to alter features, specifications, capabilities, functions, and other characteristics of the Software, without notice to YOU. If any revision or modification to the Software materially changes YOUR ability to conduct business, YOUR sole remedy is to cancel YOUR Service.

With respect to any elective, additional software that may be made available by VANGUARDISTAS in connection with the Service, if YOU elect to download or access such additional software, YOU understand that YOU may have to agree to additional terms and conditions before YOU use such software.

8.5 VANGUARDISTAS Web Hosting Function

YOU acknowledge that the Web Hosting service is offered as a platform to host and serve web pages and web sites and is not offered for other purposes, such as remote disk space storage. Accordingly, YOU understand and agree to use the web hosting service solely for the purpose of hosting and serving web pages as viewed through a web browser and the Hypertext Markup Language (HTML) protocol or other equivalent technology. VANGUARDISTAS Web Hosting is designed to serve the web hosting needs of small, independently owned and operated businesses in the United States. It is not intended to support the greater web hosting needs of large enterprises or internationally based businesses. VANGUARDISTAS Web Hosting is also a shared web hosting service, which means a number of customers' web sites are hosted from the same server. To ensure that VANGUARDISTAS Web Hosting is reliable and available for the greatest number of users, a customer's web site usage cannot adversely affect the performance of other customers' sites. Additionally, the purpose of VANGUARDISTAS Web Hosting is to host web sites, not store data. Using an account primarily as an online storage space for archiving electronic files is prohibited. YOU further agree that if, at VANGUARDISTAS' sole discretion, YOU are deemed to have violated this section VANGUARDISTAS may suspend or terminate YOUR account without notice to YOU and with no liability to VANGUARDISTAS.

8.6

Site Credits: YOU acknowledge that the footer of your Metro Publisher website must visibly contain the text: "Built with Metro Publisher" with a link to the Metro Publisher website.

9.1

YOU represent and warrant that YOU are not a resident of any country or affiliated with any organization prohibited to do business within the United States as defined and set forth at: http://www.export.gov and http://www.treas.gov/ofac. YOU further represent and warrant that YOU will not export, re-export, transfer, or make available, whether directly or indirectly, any regulated item or information to anyone outside the U.S. in connection with this Agreement without first complying with all export control laws and regulations that may be imposed by the U.S. government and any country or organization of nations within whose jurisdiction YOU operate or do business. YOU agree to comply with all applicable U.S. and non-U.S. laws, rules, regulations and orders, including, but not limited to, tax, export and import, embargo and trade sanctions, intellectual property, including copyright, content, sales, mail-order, commerce, and e-commerce laws and regulations. YOU shall be responsible for determining what laws or regulations are applicable to YOUR use of the Services. YOU shall, upon the request of VANGUARDISTAS, provide VANGUARDISTAS assurance of YOUR compliance with those laws. YOU acknowledge that VANGUARDISTAS exercises no control whatsoever over the content of the information passing through YOUR site(s) and that it is YOUR sole responsibility to ensure that the information YOU and YOUR users transmit and receive complies with all applicable laws and regulations and the VANGUARDISTAS Policies.

9.2

YOU are responsible for charging and collecting from YOUR end-user customers any and all applicable taxes. If YOU fail to impose and/or collect any tax from end users or YOUR other retail customers as required herein, then, as between VANGUARDISTAS and YOU, YOU shall remain liable for such uncollected tax and any interest and penalty assessed thereon with respect to the uncollected tax by the applicable taxing authority. With respect to any tax that YOU have agreed to pay or impose on and/or collect from end users or YOUR other retail customers, YOU agree to indemnify and hold harmless VANGUARDISTAS for any costs incurred as a result of actions taken by the applicable taxing authority to collect the tax from VANGUARDISTAS due to YOUR failure to pay or collect and remit such tax to such authority.

VANGUARDISTAS reserves the right to establish limitations on the extent of any support provided for the Service, and the hours at which it is available. All support communication by YOU must be submitted via Metro Publisher’s Community & Support site - http://support.metropublisher.com..New tickets submitted via the support system generally receive a response within one business dayof their submission. However, VANGUARDISTAS provides no guarantee of this response time. Furthermore, final resolution may take longer depending on the complexity of the issue. Support will only be provided for Metro Publisher software. No support will be provided for migration issues or any other software product.

YOU agree to indemnify and hold harmless VANGUARDISTAS, and its parents, subsidiaries, affiliates, co-branders or other partners, officers, directors, shareholders, employees, and agents, from any claim, demand, or investigation, including reasonable attorneys fees, made by any third party due to or arising out of YOUR Content, YOUR conduct, YOUR use of the Service, any alleged violation of these Terms, including any applicable VANGUARDISTAS Policies, law, or regulation, or any alleged violation of any rights of another, including but not limited to YOUR use of any content, trademarks, service marks, trade names, copyrighted or patented material, or other intellectual property used in connection with YOUR Service. VANGUARDISTAS reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by YOU, but doing so shall not excuse YOUR indemnity obligations.

YOU agree not to reproduce, duplicate, copy, sell, resell, or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission of VANGUARDISTAS.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

• (a)THE SERVICE AND SOFTWARE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. VANGUARDISTAS EXPRESSLY DISCLAIMS 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.
• (b) YOUR USE OF THE SERVICE, THE SOFTWARE, AND ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE, IS DONE AT YOUR OWN DISCRETION AND RISK, AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA.
• (c) THE SECURITY MECHANISM INCORPORATED IN THE SOFTWARE HAS INHERENT LIMITATIONS, AND YOU MUST DETERMINE THAT THE SOFTWARE ADEQUATELY MEETS ITS REQUIREMENTS.
• (d) NEITHER THIS AGREEMENT NOR ANY DOCUMENTATION FURNISHED UNDER IT IS INTENDED TO EXPRESS OR IMPLY ANY WARRANTY THAT(i) THE SERVICE OR SOFTWARE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE OR SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
• (e) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
• (f) VANGUARDISTAS ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY, OR FAILURE TO STORE ANY USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT VANGUARDISTAS AND ITS PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, SHALL NOT BE LIABLE,UNDER ANY CIRCUMSTANCES OR LEGAL THEORIES WHATSOEVER, FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF VANGUARDISTAS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) ERRORS, DEFECTS, OMISSIONS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY OTHER FAILURE OF PERFORMANCE OF THE SERVICE OR THE SOFTWARE; (iii) 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 SERVICE; (iv) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (v) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; (vi) ANY GOOD OR SERVICE OFFERED OR SOLD THROUGH THE SERVICE; OR (vii) ANY OTHER MATTER RELATING TO THE SERVICE OR SOFTWARE.

VANGUARDISTAS' LIABILITY TO YOU SHALL NOT, FOR ANY REASON, EXCEED THE AGGREGATE PAYMENTS ACTUALLY MADE BY YOU TO VANGUARDISTAS OVER THE COURSE OF THE EXISTING TERM. YOU ACKNOWLEDGE THAT VANGUARDISTAS HAS SET ITS PRICES IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. YOU AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THESE TERMS WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIABILITIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

Notices and announcements are made via the Service Dashboard.

Any notice, including billing, change of the Terms and Conditions, price change, or the termination of YOUR contract and/or other documents which may be given by Vanguardistas under this agreement, shall be deemed to have been duly given if posted in YOUR VANGUARDISTAS Service Dashboard (https://go.metropublisher.com/). The receipt of such a notification to you will be confirmed by the time stamp of a successful transmission.

It is YOUR obligation to check the Service Dashboard of YOUR account on a regular basis.

These Terms and the relationship between YOU and VANGUARDISTAS shall be governed by and contained and interpreted in accordance with the law of the United States and the State of Florida without regard to its conflict of law provisions, and specifically excluding from application to these Terms that law known as the United Nations Convention on the International Sale of Goods. YOU and VANGUARDISTAS agree to submit to the personal jurisdiction of the courts located within the State of Florida. The failure of VANGUARDISTAS to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any action at law or in equity shall be necessary to enforce to reasonable attorney's fees, costs and disbursements, in addition to any other relief to which it may be entitled.

Except for the obligation to make payments, neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including, but not limited to, acts of war, acts of terrorists, earthquake, flood, hurricane, embargo, riot, sabotage, labor shortage or dispute, governmental act, or failure of the Internet (not resulting from the actions or inactions of VANGUARDISTAS), provided that the delayed party: (a) gives the other party prompt notice of such cause, and (b) uses its reasonable commercial efforts to promptly correct such failure or delay in performance. If VANGUARDISTAS is unable to provide Service(s) for a period of thirty (30) consecutive days as a result of a continuing force majeure event, YOU may cancel the Service(s), but there shall be no liability on the part of VANGUARDISTAS

Except as expressly set forth herein, YOU may not assign YOUR rights or delegate YOUR duties under this Agreement either in whole or in part without the prior written consent of VANGUARDISTAS, and any attempted assignment or delegation without such consent will be void. VANGUARDISTAS may assign this Agreement in whole or part. VANGUARDISTAS also may delegate the performance of Services to third parties, including VANGUARDISTAS affiliates. This Agreement will bind and inure to the benefit of each party's successors and permitted assigns.

This Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between VANGUARDISTAS and YOU. Neither VANGUARDISTAS nor YOU will have the power to bind the other or incur obligations on the other's behalf without the other's prior written consent, except as otherwise expressly provided herein.

VANGUARDISTAS and YOU agree that, except as otherwise expressly provided in this Agreement, there shall be no third-party beneficiaries to this Agreement, including but not limited to the insurance providers for either party or YOUR customers.

These Terms constitute the entire agreement between YOU and VANGUARDISTAS and govern YOUR use of the Service, superseding any prior agreements between YOU and VANGUARDISTAS (including, but not limited to, any prior versions of these Terms) pertaining to this Service. YOU also may be subject to additional terms and conditions that may apply when YOU use affiliate or other VANGUARDISTAS services, third-party content, or third-party software. If any provision of these Terms or incorporated documents 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 the other provisions of these Terms remain in full force and effect. YOU agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in these Terms are for convenience only and have no legal or contractual effect.

The provisions of Sections 3 / 7 / 8 / 9 / 10 / 11 / 12 / 13 / 14 / 16 / 18 / 19 / 20 through this. Section 22 will survive any termination or expiration of these Terms.