Last modified: October 22, 2009

1. INTRODUCTION

You agree with Touters, Inc., (a.k.a., Touters) a Nevada corporation, (“Company”) that the Terms of Service (“TOS”) govern your access and use of www.touter.net and www.touters.net (the “Websites”), and/or the “Services and Content” (as defined in below section of the same name) available through Websites. By accessing, browsing, submitting content to, or otherwise using Websites, and/or the Services and Content, you acknowledge that you have read, understood, and agree to the TOS.

If you do not agree to the TOS you should not use Websites, and/or the Services and Content. The TOS may be amended or changed by Company at any time for any reason, without specific notice to you. Any amendment or change to the TOS shall be effective immediately following the posting of such amendment or change as indicated by the “Last modified” date. You agree that any subsequent access, browsing, submission of content, or use of Websites, and/or the Services and Content, following any amendment or change, shall constitute your acceptance of the TOS.

You agree that your use of Websites, and/or the Services and Content, is also governed by Company’s and Websites’ “Privacy Policy”, which is available through a link on all of the pages of Websites. In addition, when accessing, browsing, submitting content to, or otherwise using Websites, and/or the Services and Content, you agree that you will be subject to any posted guidelines or rules applicable to Websites, and/or the Services and Content, and such guidelines or rules are hereby incorporated by reference into the TOS.

You agree with Company that Websites, and/or the Services and Content, are the property of Company and/or are licensed to Company and may not be reproduced without the prior written consent of Company. You further acknowledge and agree that (i) any necessary software and/or programming code used in connection with Websites, and/or the Services and Content (the "Software"), is proprietary and confidential, is protected by intellectual property laws, and is either owned by or licensed to Company; and (ii) content contained in sponsor advertisements or information presented to you through Websites, and/or the Services and Content, or by advertisers, is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. EXCEPT AS EXPRESSLY AUTHORIZED BY COMPANY OR ADVERTISERS, YOU AGREE NOT TO REPRODUCE, REPUBLISH, UPLOAD, POST, TRANSMIT, DISTRIBUTE, COPY, PUBLICLY DISPLAY OR OTHERWISE USE ANY CONTENT OR ANY DERIVATIVE WORKS BASED ON WEBSITES, AND/OR THE SERVICES AND CONTENT, OR SOFTWARE, IN WHOLE OR IN PART. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, for the purpose of obtaining unauthorized access to the Services. You agree not to access Websites, and/or the Services and Content, by any means other than through Websites and interface that is provided by Company for use in accessing Websites.

2. SERVICES AND CONTENT

Company, via Websites, provides you with various services/features/content, including, but not limited to, sporting event picks/recommendations/predictions (free and non-free), pricing, statistics, text, FAQ, user profile information, contest information, photographs, images, videos, audio content, other media, logos, intellectual property and functions, software, programming code, and other interactive and non-interactive services/features/content, all of which may be updated, deleted, or otherwise modified from time to time by Company without notice to you. The services/features/content are provided "AS IS" and Company assumes no responsibility in connection with your use of the services/features/content. You may not distribute, republish, or publicly display any services/features/content unless you have the prior written permission from Company, which permission may be withheld or denied at Company’s sole discretion.

3. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

a. YOUR USE OF WEBSITES, AND/OR THE SERVICES AND CONTENT, IS AT YOUR SOLE RISK. WEBSITES, AND/OR THE SERVICES AND CONTENT, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. COMPANY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, THIRD PARTY PROVIDERS, AND LICENSORS 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.

b. COMPANY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, THIRD PARTY PROVIDERS, AND LICENSORS MAKE NO WARRANTY THAT (i) WEBSITES, AND/OR THE SERVICES AND CONTENT, WILL MEET YOUR REQUIREMENTS, (ii) WEBSITES, AND/OR THE SERVICES AND CONTENT, WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM YOUR USE OF WEBSITES, AND/OR THE SERVICES AND CONTENT, WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH WEBSITES, AND/OR THE SERVICES AND CONTENT, WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE SOFTWARE OPERATING ON WEBSITES, AND/OR THE SERVICES AND CONTENT, WILL BE CORRECTED.

c. ANY MATERIAL OR THE SERVICES AND CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF WEBSITES, AND/OR THE SERVICES AND CONTENT, 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 OR THE SERVICES AND CONTENT.

d. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH OR FROM WEBSITES, AND/OR THE SERVICES AND CONTENT, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF SERVICE (TOS).

4. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT COMPANY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, THIRD PARTY PROVIDERS, AND LICENSORS 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 COMPANY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, THIRD PARTY PROVIDERS, AND LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE WEBSITES, AND/OR THE SERVICES AND CONTENT; (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 WEBSITES, AND/OR THE SERVICES AND CONTENT; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY ADVERTISER OR THIRD PARTY ON WEBSITES, AND/OR THE SERVICES AND CONTENT, OR (v) ANY OTHER MATTER RELATING TO WEBSITES, AND/OR THE SERVICES AND CONTENT.

5. 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. IN SUCH JURISDICTIONS, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 3 AND 4 MAY NOT APPLY TO YOU.

6. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Company, its affiliates, officers, directors, employees, agents, partners, third party providers, and licensors from and against any claims, liability, damages, demands, expenses and costs, including, but not limited to, reasonable attorneys' fees, arising from your use of Websites, and/or the Services and Content, your violation of any law or rights of another person or third party, or violation of the TOS by you or any other user of your account (whether or not authorized).

7. AGENCY

You agree that no agency, partnership, joint venture, employee-employer, or franchisee-franchiser relationship is intended or created between you and Company by the TOS.

8. ACCESS BY MINORS

You must be at least 18 years old to join, register, or use Websites, and/or the Services and Content. If you are under 18 years of age, you are not permitted to use Websites, and/or the Services and Content.

9. PRIVACY POLICY

All information collected about you during the join and registration process is for use of Websites, and/or the Services and Content, and will be used in accordance with our Privacy Policy and all applicable laws. To view click here: http://touters.net/privacy.html

10. BACKGROUND INFORMATION

In order to use Websites, and/or the Services and Content, you may be required to join and register with Websites as a Websites member, by providing information about yourself, including, but not limited to, your name, email address, password, gender, date of birth, and other demographic information. You agree to provide true, accurate, current, and complete information about yourself as requested in connection with the join and registration process for Websites. If you provide any information that is untrue, inaccurate, not current, or incomplete, or Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, Company has the right to suspend, terminate, and/or refuse any and all current or future use of Websites.

11. MEMBER PICK INFORMATION & MEMBER PROFILE INFORMATION

You agree that in connection with your use of the Website, the Services, and the Content you will not:

With respect to any sporting event pick/recommendation/prediction (free or non-free), pick headline, pick reason, pick unit play, pick price, pick buy history, pick sell history, saved pick content, pick statistics, pick data, pick text, pick creative ideas, pick concepts, pick know-how, pick techniques, other pick related content (collectively, “Member Pick Information”), or with respect to profile statistics, profile data, profile text, profile creative ideas, profile concepts, profile know-how, profile techniques, profile sports touted, profile touting strategy, profile personal quote(s), or other profile related content (collectively, “Member Profile Information), that you submit, upload, post, email, or transmit to Websites, and/or in connection with any of the Services and Content, you agree to granting Company a perpetual, royalty-free, sub-licensable, non-exclusive, worldwide and irrevocable right and license to use, reproduce, modify, publish, translate, prepare derivative works based upon, and distribute such Member Pick Information and/or Member Profile Information for any purpose and in any form. This license is granted automatically and no payment or compensation of any kind will be due to you. Company, via Websites, may solicit Member Pick Information and/or Member Profile Information from you. Your provision of any such Member Pick Information and/or Member Profile Information in response to a solicitation by Company, via Websites, shall be subject to an automatic grant of license to Company as specified above.

Company, at its sole discretion, shall have the right, but not the obligation, to monitor, review, edit, or delete any Member Pick Information and/or Member Profile Information for any reason. It is Company’s policy to cooperate with law enforcement authorities and court orders which request or require Company to disclose Member Pick Information and/or Member Profile Information. Company may monitor or review Member Pick Information and/or Member Profile Information from time to time, but Company is under no obligation to do so and does not assume any liability or responsibility with respect to any Member Pick Information and/or Member Profile Information that contains errors, inaccuracies, profanity, unlawful content, defamatory content, or infringing content.

You acknowledge and agree that Company may preserve Member Pick Information and/or Member Profile Information, and may also disclose Member Pick Information and/or Member Profile Information if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the TOS; (c) respond to claims that any Member Pick Information and/or Member Profile Information violates the rights of third parties; or (d) protect the rights, property, or personal safety of Company, its affiliates, officers, directors, employees, agents, partners, third party providers, licensors, Websites’ members or users, and the public. You understand that the technical processing and transmission of Websites, and/or the Services and Content, including Member Pick Information and/or Member Profile Information, may involve (a) transmissions over various public and/or private networks; and (b) changes to conform and adapt to technical requirements of connecting public and/or private networks or devices.

12. MEMBER CONDUCT

You agree that in connection with your use of Websites, and/or the Services and Content, Member Pick Information, or Member Profile Information, that you will NOT:

a. Submit, upload, post, email, or otherwise transmit any content or material that is unlawful, harmful, threatening, abusive, harassing, defamatory, infringing, profane, vulgar, obscene, indecent, invasive, hateful, racially or ethnically objectionable, libelous, or violates the legal rights (such as rights of privacy and publicity) of others;

b. Submit, upload, post, email or otherwise transmit any content or material that you do not have a right to transmit 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);

c. Submit, upload, post, email or otherwise transmit any content or material that violates or infringes any patent, trademark, trade secret, copyright or other intellectual property right of any party;

d. Submit, upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, surveys, contests, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation;

e. Submit, upload, post, email or otherwise transmit any content or material that contains software viruses, corrupted files, or any other malicious computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware, network equipment, or telecommunications equipment;

f. Interfere with or disrupt Websites, and/or the Services and Content, or servers or networks, connected to Websites, and/or the Services and Content, or disobey any requirements, procedures, policies or regulations of networks connected to Websites, and/or the Services and Content;

g. Take any action that imposes an unreasonable or disproportionately large load on the networking and telecommunications infrastructure of Websites, and/or the Services and Content;

h. Use any automated means, including, without limitation, agents, robots, scripts, or spiders, to access, monitor, data scrape, copy or transfer any part of Websites, and/or the Services and Content;

i. Probe, scan, test the vulnerability of, or breach the security or authentication measures on Websites, and/or the Services and Content;

j. Reverse look-up, or trace or seek to trace, any information, to its source, on any other user or member of Websites, and/or the Services and Content, including any Websites accounts not owned by you, or personal identification information;

k. Harm or attempt to harm minors in any way;

l. Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;

m. Intentionally or unintentionally violate any applicable local, state, federal or international law

13. TERMINATION

You agree that Company, in its sole discretion, with or without notice to you, may terminate your account, registration, and password, or access and/or use of Websites, and/or the Services and Content, and remove and discard any Member Pick Information and/or Member Profile Information, within Websites, and/or the Services and Content, for any reason, including, without limitation, for lack of use, or if Company believes that you have violated or acted inconsistently with the letter or spirit of the TOS. Company may in its sole discretion and at any time discontinue providing Websites, and/or the Services and Content, or any part thereof, with or without notice to you.

14. NOTICES

Company may give you notice of events, transactions, or information and may be required by state or federal law to notify you of events, transactions, or information. You hereby acknowledge and agree that notices will be effective immediately upon posting of notices on Websites, and/or the Services and Content, or delivering them to you through email if you have provided Company with your accurate email address and have maintained the accuracy of your email address in Member Profile Information.

15. ADVERTISERS AND THIRD PARTIES

Your correspondence or business dealings with, or participation in promotions of, advertisers, content providers, ecommerce providers, vendors, and/or other third party providers (collectively, “Advertisers and Third Parties”) found on, or through Websites, World Wide Web links on Websites, and/or the Services and Content, including payment and delivery of related goods or services, or any other terms, conditions, warranties, or representations, are solely between you and Advertisers and Third Parties. You agree that Company shall not be responsible or liable, directly or indirectly, for any loss or damage of any sort incurred as the result of any such correspondence or business dealings with, or participation in promotions of, Advertisers and Third Parties, found on, or through Websites, World Wide Web links on Websites, and/or the Services and Content. ALL OF YOUR BUSINESS DEALINGS WITH, OR PARTICIPATION IN PROMOTIONS OF, ADVERTISERS AND THIRD PARTIES, FOUND ON, OR THROUGH WEBSITES, WORLD WIDE WEB LINKS ON WEBSITES, AND/OR THE SERVICES AND CONTENT, SHALL BE AT YOUR SOLE RISK.

16. LINKING TO WEBSITES

No link to Websites may be "framed" to the extent such frame contains any sponsorship, advertising, or other commercial text or graphics. All links to Websites must be to the home pages of www.touter.net or www.touters.net. "Deep Linking" to internal pages of Websites, and/or the Services and Content, is expressly prohibited.

17. BUY FEE, SELL FEE, SERVICE FEE, & PAY ME FEE

Company, via Websites and/or Advertisers and Third Parties, debits, charges, collects, and retains a “purchase” fee from buying member (“Buyer”) equal to the published pick price(s) as listed in the “Buy History” section and as included in the aggregate “Transaction Amount” in the “Account Balance” section of Websites, and/or the Services and Content, and as defined and specified in the Member Pick Information (the “Buy Fee”). The Buy Fee is debited, charged, collected, and retained from Buyer, by Company, via Websites and/or Advertisers and Third Parties, for an event pick that resulted in a “Win” in the “W/L” column in the “Buy History” section of Websites, and/or the Services and Content. A “Win” is further defined and described in the context of various pick types (“Moneyline”, “Spread Moneyline”, “Total Moneyline”) in the FAQ displayed here: http://touters.net/faq.html

Company, via Websites and/or Advertisers and Third Parties, credits a “sale” fee to selling member (“Seller”) equal to the published pick price(s) as listed in the “Sell History” section and as included in the aggregate “Transaction Amount” in the “Account Balance” section of Websites, and/or the Services and Content, and as defined and specified in the Member Pick Information (the “Sell Fee”). The Sell Fee is credited to Seller, by Company, via Websites and/or Advertisers and Third Parties, for an event pick that resulted in a “Win” in the “W/L” column in the “Sell History” section of Websites, and/or the Services and Content. Furthermore, Company credits an aggregate Sell Fee to Seller for each event and pick type (“Moneyline”, “Spread Moneyline”, “Total Moneyline”), only after an aggregate Buy Fee has been debited, charged, and collected from Buyer, by Company, for each respective event and pick type.

Company, via Websites and/or Advertisers and Third Parties, debits, charges, collects, and retains a “service” fee of fifty percent (50%) of the published pick price(s) as listed in the “Sell History” section and as included in the aggregate “Transaction Amount” in the “Account Balance” section of Websites, and/or the Services and Content, and as defined and specified in the Member Pick Information (the “Service Fee”), from Seller who chooses to sell Member Pick Information via Websites, and/or the Services and Content. The Service Fee is debited, charged, collected, and retained from Seller, by Company, via Websites and/or Advertisers and Third Parties, for an event pick that resulted in a “Win” in the “W/L” column in the “Sell History” section of Websites, and/or the Services and Content. Furthermore, Company debits, charges, collects, and retains an aggregate Service Fee from Seller for each event and pick type (“Moneyline”, “Spread Moneyline”, “Total Moneyline”) that is equal to fifty percent (50%) of the aggregate Sell Fee for each respective event and pick type.

Company, via Websites and/or Advertisers and Third Parties, credits a total “payment” fee, to member, equal to ALL amounts of Sell Fee minus Service Fee minus Buy Fee (if applicable), or the non-zero amount shown in the “Touters Balance” column for the most recent date, as listed in the “Account Balance” section of Websites, and/or the Services and Content (the “Pay Me Fee”), minus any additional fees and/or charges from Advertisers and Third Parties.

Unless otherwise stated, all fees are quoted in U.S. Dollars. You are responsible for paying any local, state, or federal taxes associated with any Sell Fee or Pay Me Fee.

18. GENERAL

The TOS constitutes the entire agreement between you and Company and governs your access and use of Websites, and/or the Services and Content, superseding any prior agreement between you and Company. You also may be subject to additional terms and conditions that may apply to you when you access or use services from Advertisers and Third Parties.

Law and Forum for Disputes - The TOS and the relationship between you and Company shall be governed by the laws of the State of Nevada, in the United States of America. You agree that any claims or disputes you may have against Company must be resolved exclusively by a state or federal court located in Washoe County, Nevada, except as otherwise agreed to by the parties, or as described in the Arbitration Option paragraph below. You agree to submit to the personal jurisdiction of the courts located within Washoe County, Nevada, for the purpose of litigating all such claims or disputes.

Arbitration Option - For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed upon by the parties; and c) any judgment on the award rendered by the arbitrator shall be entered in any court of competent jurisdiction.

The failure of Company to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any part of the TOS is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the TOS shall continue 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 access or use of Websites, and/or the Services and Content, must be filed within six (6) months after such claim or cause of action arose or is forever barred and dismissed.

If you have questions or comments about the TOS, or need to notify Company, please contact Company via email form at http://touters.net/contact-us.html.