eTag365 Terms and Conditions Agreement (“Agreement”) is entered into by eTag365 Corp and or Butcher Capital Management Corp. (BCMC) trading as etag365.com, these identities will be known as (“eTag365”).

• The web sites ( etag365.com, www. etag365.net and any sites owner by eTag365 that are linked to the web sites will be known as “ESites”.
• The ESites Profiles or User logins for “Users” within the ESites will be known as “Customer” in this document.

1. DEFINITIONS.

As used in this Agreement, the words “Customer” shall mean; any person or business entity who or which shall use the services of eTag365. The Customer does not have the authorization to bind or enter into an agreement on eTag365’s behalf. 

1. Customer agrees that by accessing ESites and checking the checkbox agreeing to provide by eTag365 Terms and Conditions Agreement this agreement is fully enforced and is consider execution of the agreement both parties.
2. In using or accessing ESites you agree;
   1. not to use the web sites or services for fraudulent or illegal purposes;
   2. not to “spam” others or “phish” for others’ personal information;
   3. not to create or use a false identity; (iv) not to disrupt or interfere with the security of, “deeplink”, attempt to obtain unauthorized access to or otherwise abuse, the ESites or affiliated or linked websites;
   4. not to disrupt or interfere with any other user’s enjoyment of the ESites;
   5. not to use, frame or utilize framing techniques to enclose any trademarks or other proprietary information;
   6. not to use meta tags or any other “hidden text” utilizing a trademark;
   7. not to use the ESites in a manner that is defamatory, inaccurate, profane, threatening, invasive of a person’s privacy, violates any third party proprietary rights, or is in violation of any law or regulation;

2. CUSTOMER CONDUCT.

ESites Rules and Restrictions. In connection with your use of eTag365 Services, you must act responsibly and exercise good judgment. Without limiting the foregoing, you will not:

• violate any local, state, provincial, national, or other law or regulation, or any order of a court;
• use our Services to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers infringe the rights of any person or entity, including without limitation, their intellectual property, privacy, publicity or contractual rights;
• interfere with or damage eTag365 Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology;
• infringe the rights of any person or entity, including without limitation, their intellectual property, privacy, publicity or contractual rights;;
• use our Services in connection with the distribution of unsolicited commercial email (“spam”) or advertisements;
• “stalk” or harass any other user of our Services or collect or store any information about any other user other than for purposes of transacting as an eTag365 user;
• impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity;
• use automated scripts to collect information or otherwise interact with the eTag365 Service or the ESite;
• advocate, encourage, or assist any third party in doing any of the foregoing.

The foregoing is merely a list of examples of prohibited conduct. eTag365 reserves the right to cancel a Customer account or take other appropriate actions in its sole discretion in response to any inappropriate conduct, or for no reason at all.

3. CUSTOMER CONTENT.

• By submitting any content (including without limitation, any photograph, words, pictures, or symbols) to our Site, you hereby grant us a perpetual, worldwide, non-exclusive, royalty-free license to use, reproduce, display, perform, adapt, modify, sell, distribute, and promote such content in any form, in all media now known or hereinafter created and for any purpose, subject to the Privacy Policy as described within this agreement. You represent and warrant that you have sufficient rights to grant us this license.
• Content Restrictions. You are solely responsible for any content that you submit, post or transmit via our Services. You may not post or submit any content that:
  1. infringes the copyright, trademark, or other intellectual property rights of any person;
  2. is defamatory;
  3. contains nudity or sexually explicit content, or is otherwise obscene;
  4. may disparage any ethnic, racial, sexual, religious, or other group by stereotypical depiction or otherwise;
  5. depicts individuals under 18 years of age;
  6. depicts or advocates the use of illicit drugs;
  7. makes use of offensive language or images;
  8. characterizes violence as acceptable, glamorous or desirable; or
  9. provides a link to any other websites.

It is understood by all parties that eTag365 is under no obligation to post any content from you or anyone else. In addition, we may, in our sole and unfettered discretion, edit, remove or delete any content that you post or submit.

4. LIMITED RESALE RIGHTS.

Customer must be and approved in writing by eTag365 to resale or Dealer of eTag365 services and be in good standing and have agreed to all terms and conditions of eTag365.

5. eTAG365 SERVICES.

General;

eTag365 is only providing the ability through ESites for the Customer to scan, view and share their documents.

1. The Customer holds eTag365 completely harmless from any claims, awards or representations of the Customer.
2. Any and all information, claims and representation are by are solely by the Customer.

• The Customer agrees to provide by all rules and policies published within the ESites.

365. The Customer agrees to pay any processing fees charged to eTag365 published https://wwwetag365.com\Etag365pricing.html.
366. The Customers agrees that the primary account holder is 18 or old years of age and they are the authorized party to use the credit card and or ACH to purchase eTag365 services. Furthermore the Customers agrees that they have authorization from to use Credit Card or Bank Accounts.

5a) Additional Services

• The Customer agrees to automatically enrolled in eTag365 Rewards Referral Program by completing the registration of Customer eTag365 Account Profile.

• The Customer agrees in part or all with terms and policies within eTag365 Rewards Referral Program published https://www.etag365/doc/etag365_rewards_referral_terms_policies.html

6. ACCEPTANCE BY ETAG365.

The Customers agrees that eTag365 actually accepts and approves this application and the Customer receives an Email stating they are approved, this agreement is entered into only on a temporary basis and if disapproved not entered into at all.

7. REFUND POLICY.

All sales of eTag365 services are “as is sale” and are final after first 30 days from the purchase date. Any written request for a full refund of fees paid to eTag365 shall be grant as long as it is within 30 days of purchase and the customer is in good standing with eTag365. Customer my cancel their service anytime. eTag365 will provided the service to end of said period they purchased. There will not be any pro-rated refunds.

8. PRIVACY POLICY.

The Privacy Policy of eTag365 is available on the ESites at https://www.etag365.com/privacypolicy  privacy and is hereby incorporated by reference. You agree to abide by all terms set forth in the Privacy Policy

9. TERM OF AGREEMENT.

The Customer agrees pursuant to this Agreement shall continue in full force and effect  from date  the Customer create an account on ESites until the Customer deletes said account on ESites and eTag365 approves it. eTag365 has 30 days to approve it and if the Customer does received notification that the account is not approved it is approved.

10. AUTOMATIC RENEWAL OF AGREEMENT.

Provided this Agreement has not been terminated, then this Agreement shall automatically renew itself from year to year after the initial first year term, upon thirty (30) days written notice to the Customer. The Customer agrees that, notwithstanding the number of times this Agreement may be renewed, it is not the intention that it be construed as a contract of indefinite duration.

11. THIRD PARTY CONTENT.

In using our Services, you may be exposed to content and information from other users or third parties (“Third-Party Content”), either at our Site or through links to third-party websites. We do not control, and shall have no responsibility for, Third-Party Content, including material that may be unlawful, misleading, incomplete, erroneous, offensive, indecent or otherwise objectionable. You must evaluate the veracity of, and bear all risks associated with your exposure to, Third-Party Content.

12. DATA SECURITY & LOSS.
13. eTag365 will make its best effort to protect the customer’s data from loss, corruption and or hackers through the use SSL Certificate and multi backups and other techniques. The customer agrees to hold eTag365 harmless from any loss or corruption of their data.
14. eTag365 and or Customer will not knowingly give, sell and or transfer any of the customer’s data to anybody less without the express written permission of said customer. Except if the customer declares an emergency and directly shares their documents.

1. SHARING DOCUMENT.
2. The Customer agrees they have full right and authorization to upload and share any and all eTag365 information that has been scanned, picture taken or upload in its native format to their eTag365 secure servers.
3. The customer agrees that they full right and authorization to share their documents and who they share the documents with may or may not be a member of the eTag365 organization network.
4. The customer understand and agrees to hold eTag365 harmless from any actions that may occur if any one that Customer shares documents with shared with another party that was not authorization to see it.
5. The Customer agrees to any and all parts of HIPAA Laws and any other laws that may apply to uploading, storing and sharing document images about someone over or under the age of 18. In addition Customer authorizes eTag365 to provide the service if authorization is need.

14. ASSIGNMENT.

The Customer agrees that its rights and obligations under this Agreement may not be transferred or assigned by the Customer without the written consent of eTag365. Any transfer of a controlling interest in Customer shall be considered an assignment. eTag365 reserves its full rights to transfer or assign this Agreement. This Agreement shall be binding upon and endure to the benefit of the legal representative, successors, and assignments of eTag365.

15. COMPLIANCE WITH LAWS.

Customer shall comply with all laws and regulations applicable to the eTag365 with respect to the conduct of business generally. Non-compliance by Customer, its employees or agents shall be considered a default under this Agreement, justifying termination.

16. LIMITED WARRANTY.

eTag365 represents and warrants that eTag365 services are designed and developed, is involved pursuant to this Agreement, and has been designed and developed with reasonable diligence and skill.

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THERE ARE NO REPRESENTATIONS OR WARRANTIES BY eTAG365, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANT ABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING THE SOFTWARE OR SERVICE OFFERED BY eTAG365 THROUGH eTAG365 PURSUANT TO THIS AGREEMENT. IN NO EVENT SHALL eTAG365 BE LIABLE FOR ANY LOSS OF BUSINESS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES UNDER THIS AGREEMENT.

17. LIMITATION OF LIABILITY.

In the event that eTag365 is found liable for any act or omission under warranty or otherwise by a court of competent jurisdiction, the parties expressly understand and agree that eTag365’s liability to respond in damages shall be limited to the return of any fees that was paid to eTag365, and in no event shall eTag365 be liable for any special, incidental or consequential damages, including but not limited to loss of revenues and loss of profit, and eTAG365 shall not be liable for any injury or damage to Customer, Customer’s properties, or  Customer’s employees, agents or other business invitees in any way related to or arising out of the eTag365 service, its use or inability to use or its implementation.

18. INDEMNIFICATION.

Customer will indemnify, defend and hold eTAG365 harmless from any and all liabilities, losses, obligations, expenses (including without limitation to attorney’s fees) and costs arising in connection with any lawsuit, proceedings, or other action arising out of the operation of Customer’s business or related to any claim by a third party based, in whole or in part, on Customer’s marketing, selling, reselling, delivery, training, distribution, use, or installation related to the eTag365 service. The activities of any of Customer’s employees, agents of representatives will be considered activities of the Customer for purposes of this Section. eTAG365 will have the right, but not the obligation, to assume the defense of any such lawsuit, proceeding, or action. eTAG365 and Customer will each give the other prompt notice of any such claim, lawsuit, proceeding or action.

19. TAXES.

The Customer understands and agrees that the Customer’s responsibility for all tax obligations and must comply with their applicable by law.

20. TITLE AND PROPRIETY RIGHTS.

Customer agrees that eTag365 has and shall retain all proprietary rights including copyright privileges in and to the software, instructions, training manuals, marketing materials, operation procedures, programs, drawings, brochures, literature or any other type of written, printed, or machine readable materials.

21. COVENANTS OF CUSTOMER.

For the purpose of protecting the proprietary interest of eTag365 and for the purpose of setting forth the rights and restrictions relating to acceptance of Customer to sell eTag365 services as granted in this Agreement, Customer covenants and agrees with eTag365 as follows:

1. a) Customer and Customer’s employees and agents shall protect the confidentiality of the eTag365 service and all information relating to the eTag365 service, whether provided to Customer by eTag365 or otherwise; and neither Customer nor any of Customer’s employees or agents shall disclose to any person, firm, Customer or corporation any information concerning the manner in which said service or software accomplishes its purpose.
2. b) Customer agrees that all eTag365 services and documentation of the service and all written, printed or machine readable materials, programs, drawings, instructions, and training manuals, operation procedures, brochures or literature of any type which Customer may receive from eTag365 with regard to the service shall remain the property of eTag365 and Customer understands that such materials are loaned to Customer for the limited purpose of facilitating the promotion and sale of the software licenses by Customer. No such materials or documentation shall be reproduced in whole or in part by Customer for any purpose whatsoever, without the prior written consent of eTag365 upon the expiration of the term of this Agreement or upon any breach by Customer of any of the terms of this Agreement, whichever occurs first.
3. c) Customer agrees to promptly report to eTag365 the existence or apparent existence of any program error or the web site in the eTag365 service.
4. d) Customer shall promptly report to eTag365 in writing upon its discovery of any unauthorized use or infringement of the service.
5. e) Customer shall not authorize any third party to, modify alter, reverse engineer, disassemble, or decompile any software or web site used with the service.
6. f) Customer shall provide immediately in writing any changes to the information provided to eTag365 in the Customer application.
7. g) Customer agrees that it may be terminated at any time if the Customer breaches this Agreement or engages in any conduct that may be deemed disreputable by eTag365.
8. h) Customer agrees that entering into this Agreement does not violate or breach any other agreements Customer may have with any other person or entity.

22. PROTECTION OF TRADE SECRETS.

Customer hereby acknowledges that in connection with this Agreement, eTag365 may have disclosed certain processes, devices, techniques, plans, methods and know-how which were designed and developed by eTag365 at great expense and over lengthy periods of time, which are secret, confidential and unique; and which constitute the exclusive property and trade secrets of eTag365. eTag365 may disclose some of its confidential information to Customer for the sole purpose of inducing Customer to become one of eTag365’s Biz Plus Program customers which is a service offered by eTag365. In addition, from time to time during the term of this Agreement, eTag365 may disclose certain processes, devices, techniques, methods, and know-how, designed and developed by eTag365, which are secret, confidential, and unique; and which constitute the exclusive property trade secrets of eTag365. The Customer, its agents, its successors, personal representatives and assigns shall not, at any time, without the express written consent of eTag365, publish, disclose or divulge to any person, firm, or corporation, from directly or indirectly, the aforesaid confidential information and trade secrets. The Customer hereby acknowledges and agrees that in the event of any violation from any court of competent jurisdiction preliminary and permanent in junction relief as well as an equitable accounting of all profits or benefits arising out of such a violation, which rights and remedies shall be cumulative and in addition to any other rights or remedies to which eTag365 may be entitled.

23. TRADEMARKS, TRADE NAMES, SERVICE MARKS, and LOGOS.

During the term of this Agreement, Customer shall have a limited use of the trademarks, trade names, service marks, and/or logos in connection with Customer’s promotion of the service as a qualified eTag365 Customer, but only in strict compliance with such license and the policies, instructions and guidelines of eTag365, and the failure to do so constitutes a material breach of this Agreement allowing eTag365 to immediately terminate this Agreement without notice or penalty. This compliance shall include proper display of trademark notices and warnings with each use of trademark or logo (e.g. MyFileit, and 123FileIt are trademarks or registered trademarks of Butcher Capital Management Corp. in the United States and other countries), and any use of such trademarks or logos shall be subject to prior approval of eTag365. Customer acknowledges the exclusive right, title and interest of eTag365 in and to its trademarks and logos. Nothing contained in this Agreement shall be construed as conveying to Customer any right, title of interest in, or to any of eTag365’s trademarks or logos other than an express right to a permissive use thereof in connection with the promotion of the eTag365 service.

Customer shall cooperate to the fullest extent possible with eTag365 or its nominee to take such actions as eTag365, in its sole discretion, may consider necessary to protect any of its trademarks. Customer shall fully cooperate with eTag365 in maintaining and defending the ownership and validity of each of eTag365 trademarks against infringement and claims of infringement. Customer will promptly notify eTag365 of any infringement or unauthorized use of any eTag365 trademark by any third party, or any assertion by any third party that Customer’s use of any eTag365 trademark constitutes infringement. eTag365 shall not be obligated to initiate or defend legal action with respect to any eTag365 trademark, and Customer shall not initiate or defend any such action itself without eTag365’s prior written consent; and Customer hereby agrees and warrants that Customer will not incorporate all or any portion of any of eTag365’s trademarks, trade names, service marks, or logos into Customer’s identification, corporate name, or trade names. Upon termination of this Agreement, Customer shall cease to use all trademarks and logos.

24. TERMINATION FOR CAUSE.
25. a) If either party defaults in the performance of any provision of this Agreement, then the non-defaulting party may terminate this Agreement without prior notice. Without limitation, Customer’s failure to provide proper service to customers shall be cause for termination.
26. b) This Agreement shall terminate, without notice, upon the institution by or against Customer of insolvency, receivership or bankruptcy proceedings or any other proceedings for the settlement of Customer’s debts, upon Customer’s making an assignment for the benefit of creditors, upon Customer’s dissolution, or upon the sale, transfer, hyphenation or other disposition of fifty percent (50%) or more of the stock or ownership of Customer.

25. TERMINATION for Convenience.

Either eTag365 or Customer may terminate this Agreement at any time, with or without cause, upon thirty (30) days prior written notice to the other party.

26. EFFECT OF TERMINATION.
27. a) Upon termination of this Agreement for any reason, eTag365 shall not be liable to Customer for, and Customer hereby expressly waives all rights to account rights, compensation, indemnities, or damages of any kind, whether on account of the loss by Customer of present or prospective profits, commissions, anticipated orders, expenditures, investments or commitments made in connection with this Agreement, goodwill created, or on account of any other reason. Upon termination of this Agreement for any reason, Customer shall deliver to eTag365, within ten (10) days, the name, address, phone number, and email address of each service customer of Customer.
28. b) Upon termination of this Agreement for any reason whatsoever, Customer shall immediately pay eTag365 any and all amounts owed to eTag365.
29. c) If, under any applicable law, Customer is entitled to any compensation upon termination for cause or the expiration of a fixed term of their Customer agreements, this Agreement shall be deemed a contract for a duration of not more than one year, and shall expire upon the expiration of such one year after the initial effective date of this Agreement. To the extent any such compensation is deemed earned as a matter of law, the parties shall retroactively readjust all prices so that the prices charged to the Customer shall be increased by the amount necessary to give such compensation to the Customer as part of the overall pricing and compensation arrangements between the parties, and no additional payments shall be due to Customer from eTag365.
30. SURVIVAL OF CERTAIN TERMS.

The all provisions shall survive the termination of this Agreement for any reason. All other rights and obligations of the parties shall cease upon termination of this Agreement.

28. CONSTRUCTION OF AGREEMENT.

 This Agreement shall be governed by and constructed in accordance with the laws of the Commonwealth of Pennsylvania or state of Wyoming. In the event of litigation between the parties, eTag365 shall have the choice of venue and laws.

29. ARBITRATION.

The Customer and eTag365 agree that any and all disputes shall be handled in state and county that eTag365 designates.  eTag365 will decide the jurisdiction and venue of any lawsuit in state and county that eTag365 designates. Both parties agree to try to find a mutual agreed upon Arbitrator within 60 days of written notification to settle any dispute in accordance with the agreed upon rules of Arbitrator. If the no agreement of arbitrator may file directly with the state and county that eTag365 designates.  Any judgment awarded by the agreed upon Arbitrator may be entered in any court having jurisdiction thereof. Arbitration shall be final and non-appealable.

30. DEFAULT.
31. a) In the event Customer shall fail to keep, observe or perform any of the terms or conditions of this Agreement, in the opinion of eTag365, the license provided by this Agreement may be terminated. All of the Customer’s accounts, compensation, and commission will be transferred to eTag365. Furthermore, any then pending orders of Customer may be cancelled or transferred.
32. b) eTag365 may also be entitled to monetary damages as well as appropriate equitable relief in accordance with the nature of breach. In the event eTag365 has to collect, by law or through an attorney, any sums owed, shall be entitled to twenty-five (25%) percent of said amount, as attorney’s fees, plus costs of court. Failure to enforce any provision or to require that any default hereunder be cured shall not constitute a waiver of rights nor shall it be deemed an implied amendment or modification of this Agreement.

31. Force Majeure.

Nonperformance of either party (except for payment obligations) shall be excused to the extent that performance is rendered impossible by strike, fire, flood, act of God, governmental acts, failure of suppliers or any other reason beyond the reasonable control of the non-performing party.

32. SEVERABILITY.

If any provision of this Agreement becomes or is declared by an arbitrator or court of competent jurisdiction to be illegal, unenforceable or void, this Agreement and its remaining terms shall continue in full force and effect without said provision. eTag365 may offer a substitute provision for negotiation in good faith which upon agreement would become a(n) binding, valid, and enforceable provision.

33. WAIVER OF BREACH. The failure of either party to require the performance of any terms of this Agreement or the waiver of either party of any breach under this Agreement shall not prevent a subsequent enforcement of such term, or be deemed a waiver for any subsequent breach.

34. CONFLICTS WITH PRIOR CUSTOMER AGREEMENT.

In the event that the parties to this Agreement have contemporaneously or previously entered into a Customer Agreement with terms inconsistent with this Customer’s Agreement, then the terms of this or the most current Customer’s Agreement shall control.

35. MODIFICATION.

This Agreement shall not be modified or changed unless in writing and signed by eTag365 and Customer.

36. POLICY AND PROCEDURE.

Customer agrees to follow any and all policies and procedures of the eTag365 Customer program which can be found online at https://www.etag365.com/termsandconditions. Customer agrees to monitor the policy and procedures.

37. ENTIRE AGREEMENT.

This Agreement sets forth the entire understanding of the parties. All understandings and agreements heretofore had between the parties hereto respecting the eTag365 Customer program which is the subject matter of this Agreement are merged into this Agreement. No representation or warranties have been made by any party to the other except as herein expressly set forth.

eTag365 and Customer agrees that this agreement may be executed fully by the Customer clicking on the check box agreeing that you read this agreement on www.etag365.com and www.etag365.net  and is fully enforceable if eTag365 accepts the Customer Profile.

 (eTag365)                                                                                                              Customer

_______________________________                                                        _________________________________

Date ______/201_                                                                                              Date ____/201_

Authorized Signature                                                                                          Authorized Sign at