TERMS & CONDITIONS

IT IS IMPORTANT THAT YOU UNDERSTAND THESE TERMS AND CONDITIONS THOROUGHLY BEFORE YOU COMMIT TO COMPLETE THE TVA QUALIFIER ANALYSIS. READ THEM, AND RESPOND THAT YOU AGREE OR DISAGREE WITH THESE TERMS AND CONDITIONS.

By filling out TVA's Qualifier application and submitting it, you agree to be bound to the following contractual terms and conditions:

AGREEMENT

1. Definitions.

You are the "Company." "TVA" is The Venture Alliance. The automated analysis being taken is the “TVA Qualifier.”

2. Scope of Services.

A.    Services Provided.

1.   Automated Application Review and Reporting.

TVA’s software will review the Company's application via a fully automated process and provide feedback on the Company's perceived fundability by presenting the Company with one of TVA’s trademarked Radar Graph’s and a brief report that will help the Company better understand how to interpret the graph. The Company understands that TVA's comments concerning their fundability is only an opinion of TVA and may or may not reflect their true fundability.

2.   Follow-on Suggestions

The Company will be offered various suggestions concerning how they may get the most benefit from the TVA Qualifier report. The Company may, at their discretion chose to opt out from any of these suggestions without penalty or impact on their consideration for inclusion in any list for which the Qualifier is used providing the Company has opted to be considered for said list. Should the Company decide to pursue a recommended option, the pricing and conditions shall be covered under a separate agreement.

3.   Consideration for inclusion on a list.

There are many lists for which the TVA Qualifier is used as (at least) a screening tool for consideration. Unless the Company has specifically chosen to be opted out for consideration on ALL lists, the TVA Qualifier software will look to include your company in all lists for which your company qualifies. Failure to opt out of list consideration shall be interpreted by TVA as the Company giving TVA their affirmative permission to allow all data submitted by them that is relevant for the compilation of a list to be used by TVA and/or any of their list partners.

B.    Services Not Provided.

The Company understands that TVA is not a broker-dealer and does not perform services provided by a broker-dealer. The Company agrees that the Company does not expect TVA to provide any broker-dealer services, and irrevocably waives the right to claim or assert that TVA has provided any broker-dealer services or any service for which any type of license is required.

3. Fees & Consideration.

The shall be no fee charged to the Company for the services as long as the Client provides a valid coupon code. If the Client opts not to provide the proper coupon code they may be asked to pay a fee for the service.

4. No Guarantees.

The company agrees that TVA cannot, and does not guarantee that the company will be eligible for any type of business services, financial services, or technology services. There are no guarantees that the company will qualify for any assistance.

5. Relationship Between Parties; Disclaimer of Partnership and Agency.

The Parties are independent contractors and neither Party shall have any power to bind the other Party or to assume or to create any obligation or responsibility, express or implied, on behalf of the other Party or in the other Party's name. Nothing in this Agreement shall be construed as creating the relationship of principal and agent or of partnership or of joint venture or of any other form of legal association which would impose liability upon one party for the act or failure to act of the other Party.

6. Partial Invalidity.

If any provision of this Agreement is held by a court or arbitrator of competent jurisdiction to be illegal, invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.

7. Choice of Law.

The validity, construction and performance of this Agreement shall be governed by the laws of the State of California as that law is applied between California residents, irrespective of any choice of law principles. Patent, copyright and U.S. trademark rights in the goods and services which are the subject of this Agreement shall be governed by United States patent, copyright and trademark law. No United Nations law or conventions shall govern this Agreement.

8. Entire Agreement.

This Agreement constitutes the entire agreement among the Parties pertaining to the subject matter set forth in this Agreement and supersedes and replaces all prior and contemporaneous agreements, representations and understandings of the Parties. Each Party acknowledges and represents that no promise or inducement not in this Agreement expressed has been made to him or it in connection with this Agreement.

9. Company's Representations and Warranties.

A. Valid Organization.

If the Company is a corporation, the Company represents and warrants that it is and shall be duly organized and validly existing under, and by virtue of, the laws of the State of California or other U.S. State; is in good standing under the laws of said State; and has not been and is currently not suspended.

B.   Standing.

The Company has requisite corporate power and authority to own and operate its properties and assets and to carry on its business as presently conducted. The Company is qualified to do business as a foreign corporation in any jurisdiction where it is required to be, and the failure to be so qualified in any other jurisdiction will not have a material adverse effect on the Company's business as now conducted.

C.   Corporate Power.

If the Company is a corporation, the Company represents and warrants that the execution, delivery and performance of this Agreement by the Company has been duly authorized by all requisite corporate action. This Agreement constitutes the legal, valid and binding obligation of the Company enforceable according to its terms, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors' rights.

D. Compliance With All Applicable Laws.

The Company represents and warrants that it shall comply with all applicable laws throughout the term of this Agreement.

E. No Insolvency.
The Company represents and warrants that it is not currently involved in any bankruptcy or insolvency proceedings.

F.   Conflicting Obligations.

The Company represents that as of the date of this Agreement the Company has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, or that would preclude the Company from complying with the provisions of this Agreement, and further represents and warrants that the Company will not enter into any such conflicting agreement during the term of this Agreement.

G. Company Waiver Of Conflicts Of Interest.

The Company represents that as of the Effective Date, and warrants further on an ongoing basis that the Company waives all conflicts of interest claims it may have against TVA.

10. Limitation Of Remedies.

The liability of TVA or its assignees to the Company, any third party beneficiaries or to anyone claiming liability by virtue of this Agreement or TVA' services to the Company, if any, shall be zero.

11. Construction.

No question of doubtful interpretation of this Agreement shall be resolved by any rule of interpretation providing for interpretation against the drafting party.

12. Waiver.

No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the Party making the waiver.

13. Successors & Assigns.

The provisions of this Agreement shall obligate, extend to and inure to the benefit of the respective heirs, personal representatives, successors and assigns of the Parties.

14. Survival.

The Company's representations and warranties under Paragraph 9. (above), TVA' limitation of remedies under Paragraph 10. (above), the Parties' attorneys fee rights under Paragraph 22. (below), both of the Parties' arbitration rights under Paragraph 22. (below), each Party's consent to jurisdiction and venue in Paragraph 23. (below), each Party's consent to personal jurisdiction in Paragraph 24. (below), each Parties' requirement to seek its own counsel under Paragraph 25. (below), each Party's right to communicate in the English language under Paragraph 26. (below), and TVA' right to use the Company's success stories and other items for its promotion purposes under Paragraph 27. (below) shall survive the termination of this Agreement.

15. Modification.

Any modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each Party.

16. Captions.

The subject headings and captions of the sections of this Agreement are included for purposes of convenience only and shall not affect the construction or interpretation of any of its provisions.

17. Jurisdiction & Venue.

The Parties agree that any suit to enforce any provision of this Agreement arising out of, relating to, or based upon this Agreement or the business relationship between the Company and TVA shall be brought in the United States District Court for the Central District of California or in the Superior or Municipal Courts of Orange County, California, USA, providing that the court selected shall have jurisdiction of the subject matter of the action and of the Parties.

18. Personal Jurisdiction.

Each Party agrees that such courts shall have personal jurisdiction with respect to such Party, and each Party submits to the personal jurisdiction of the courts listed in Paragraph 17.

19. Language.

This Agreement is in the English language only, which language shall be controlling in all respects, and all versions of this Agreement in any other language shall be for accommodation only and shall not be binding upon the Parties. All communications and notices to be made or given pursuant to this Agreement shall be in the English language.

20. Limited Confidentiality.

The information the Company provides to TVA will be used to (a) create a TVA radar graph, (b) to be considered in a potential placement on one or more lists for which the TVA Qualifier is used and (c) to determine what additional services the Company may need. TVA may use some or all of the information you provide for internal analysis that could be used for reporting trends to outside publications. No specific information that would identify any specific company will ever be released by TVA. Please answer the TVA submission form accordingly.

21. Attorney's Fees.

If any legal action or proceeding is brought for the enforcement or for a declaration of rights and duties under this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys' fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or he or they may be entitled.

22. Arbitration.

Except for any patent, trademark or copyright claims or other intellectual property controversies arising out of, or relating to, this Agreement, or the making, performance or interpretation thereof, which shall be adjudicated in the appropriate court as described in Paragraph 23. of this Agreement, all claims or controversies arising out of, or relating to, this Agreement shall be settled by arbitration in Orange County, California, according to the Commercial Rules of the American Arbitration Association then existing, and judgment on the arbitration award may be entered in any court having jurisdiction over the subject matter of the controversy. The arbitrator shall have been a member of the State Bar of California for at least ten (10) years; shall be neutral and impartial; and shall not have had any prior relationship with either Party. The arbitrator shall be paid at the daily rate established by the American Arbitration Association then in effect for each and every day of the arbitration proceedings, including the first day all days of hearings, case study, preparation and deliberation and such payment shall be assessed equally against the Parties. The law governing the arbitration tribunal shall be the law of California, irrespective of any choice of law principles. In no case, shall such arbitration on any matter take more than three (3) man days for hearing evidence, reviewing documents and rendering a decision. Each Party shall have discovery rights in the arbitration. No United Nations law or conventions shall govern this Agreement in any manner.

23. Jurisdiction & Venue.

The Parties agree that any suit to enforce any provision of this Agreement relating to patent, trademark or copyright matters arising out of, relating to, or based upon this Agreement or the business relationship between the Company and TVA shall be brought in the United States District Court for the Central District of California or in the Superior or Municipal Courts of Orange County, California, USA, providing that the court selected shall have jurisdiction of the subject matter of the action and of the Parties.

24. Personal Jurisdiction.
Each Party agrees that such courts shall have personal jurisdiction with respect to such Party, and each Party submits to the personal jurisdiction of the courts listed in Paragraph 23.

25. Legal Representation.

The Parties represent and warrant that they have had adequate opportunity to seek the advice of independent legal counsel with respect to their respective decisions to enter into this agreement and with respect to its subsequent interpretation.

26. Language.

The Company acknowledges and agrees that it is in the Company's best interests to cooperate with TVA in TVA' promotional efforts, which may include promotion of the Company. TVA shall have the right to use, on a perpetual, non-exclusive, royalty-free basis the Company's logo, success stories, product or service description, likenesses of officers, directors, employees, and independent contractors, written and video taped quotes from the Company's management. The Company shall cause its officers and directors to cooperate with TVA' promotional efforts in every reasonable manner.

The information you provide to TVA will be used to evaluate your eligibility for various programs. TVA may disclose some or all of the information you provide TVA to third parties, such as TVA sponsors. Please answer the TVA submission form accordingly.