Startup Advice ("SUA") is in the business of providing advice to businesses. SUA has the right to provide the same or similar advice to different companies.

SUA does not execute confidentiality or nondisclosure agreements.

The Customer understands that SUA is not a broker-dealer and does not perform services provided by a broker-dealer. The Customer agrees that the Customer does not expect SUA to provide any broker-dealer services, and irrevocably waives the right to claim or assert that SUA or its agents, affiliates, vendors or related parties has provided any broker-dealer services or any service for which a securities license is required. SUA is not a law firm, and does not provide legal services. SUA is not an accounting firm of Certified Public Accountants, and does not provide such services.

SUA earns its fee when paid. There are no refunds.

SUA cannot and does not guarantee that the Company will be funded at any level any time during or after SUA's review process or services.

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. No United Nations law or conventions shall govern this Agreement.

SUA provides services on a "best efforts" basis. There is no warranty of merchantability or fitness for a particular purpose.

The liability of SUA or its assignees to the Company, any third party beneficiaries or to anyone claiming liability by virtue of this Agreement or Foresight' services to the Company, if any, shall not exceed fifty ($50.00).

The Customer and SUA 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 Customer and SUA shall be brought in the United States District Court for the Central District of California or in the Superior 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. Each Party agrees that such courts shall have personal jurisdiction with respect to such Party, and each Party submits to the personal jurisdiction of these courts.