Infinity Sales & Marketing, Inc. Terms of Service

1. Terms of Service

By accessing the website at www.infinitysalesandmarketinginc.com, you are agreeing to be bound by these terms of service, all applicable laws, and regulations, and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms, you are prohibited from using or accessing this site. The materials contained in this website are protected by applicable copyright and trademark law.

2. Use License and Consultant Contract Incorporation by Reference

Permission is granted to temporarily download one copy of the materials (information or software) on Infinity Sales & Marketing, Inc. website for personal, non-commercial transitory viewing only. This is the grant of a license, not a transfer of title, and under this license you may not:

I. Modify or copy the materials;

II. Use the materials for any commercial purpose, or for any public display (commercial or non-commercial);

III. Attempt to decompile or reverse engineer any software contained on Infinity Sales & Marketing, Inc. website;

IV. Remove any copyright or other proprietary notations from the materials; or

V. Transfer the materials to another person or “mirror” the materials on any other server.

This license shall automatically terminate if you violate any of these restrictions and may be terminated by Infinity Sales & Marketing, Inc. at any time. Upon terminating your viewing of these materials or upon the termination of this license, you must destroy any downloaded materials in your possession whether in electronic or printed format.

By temporarily downloading one copy of the materials (information or software) on Infinity Sales & Marketing, Inc. website for personal, non-commercial transitory viewing only, you agree to comply with the terms and conditions of the INFINITY SALES & MARKETING, INC. SALESPERSON INDEPENDENT CONSULTANT AGREEMENT (“Consultant Contract”) which is hereby incorporated by reference and made a part hereto and you are hereby agreeing to be bound by same.

In particular you specifically agree that you are bound by the terms and conditions of section (of the Consultant Contract) THIRD: Non – Disclosure of Confidential Information and Trade Secrets of said Consultant Contract which states in part: “Section 3.09 SALESPERSON (the “Receiving Party” and the “Referred Party”) undertakes to use the Disclosing Party’s CONFIDENTIAL INFORMATION and TRADE SECRETS solely for the purpose, purposes related to, and its obligations under this Agreement and will not disclose, copy, reproduce, reverse engineer, tamper, alter, or distribute by any means whatsoever, the CONSULTANT’S CONFIDENTIAL INFORMATION or TRADE SECRETS to any third party…”

In particular you specifically agree that you are bound by the terms and conditions of section (of the Consultant Contract) FOURTH: Non-Circumvention which states in part: “Section 4.01 SALESPERSON irrevocably agrees, undertakes, and guarantees, for the term of this Agreement and thereafter, ad infinitum, that it will not (directly or indirectly) by the use of, or by the dissemination of, any Confidential Information or Trade Secrets disclosed to it or enable any third party, in any manner, or by any means whatsoever: I. Circumvent or attempt to circumvent, interfere with, avoid, bypass, or obviate the CONSULTANT’S interest, or the interest or relationship between the Parties or this Agreement, and the agreed to provisions thereof…”

In particular you specifically agree that you are bound by the terms and conditions of section (of the Consultant Contract) FIFTH: Non-Compete which states in part “SALESPERSON shall not (directly or indirectly) (including without limitation through any existing or future Affiliate (as defined below) of SALESPERSON) engage in, carry on, manage, provide advisory services in connection with, or otherwise assist with or be interested economically in a Competitive Business…”

There will be an initial retainer of $10,000.00 paid towards the CONSULTANT’S compensation which retainer payment will be credited to any amount of CONSULTANT’S compensation incurred by SALESPERSON. Said retainer and CONSULTANT’S compensation are non-refundable. CONSULTANT will receive either a payment in advance or reimbursement from SALESPERSON for CONSULTANT’S travel expenses, to include (but not be limited to) airfare, hotel, auto and food, such amount of travel expenses not to exceed $2,500.00.

In particular you specifically agree that you are bound by the terms and conditions of section (of the Consultant Contract) TENTH-LIQUIDATED DAMAGES FOR BREACH OF CONTRACT – $100,000.00

THE PARTIES HEREBY AGREE THAT SHOULD YOU BREACH THESE TERMS OF SERVICE BY VIOLATING HIS/HER/ITS OBLIGATIONS AND IN PARTICULAR THOSE OBLIGATIONS, AS RELATES TO Non-Disclosure of Confidential Information and Trade Secrets, Non-Circumvention and Non-Compete THEN LIQUIDATED DAMAGES TO CONSULTANT FROM YOU ARE APPROPRIATE IN THE AMOUNT OF $100,000.00.

THE PARTIES ACKNOWLEDGE THAT DAMAGES ARE EXTREMELY UNCERTAIN, NOT READILY ASCERTAINABLE AND ARE DIFFICULT TO CALCULATE DUE TO THE NATURE AND EXTENT OF THE BUSINESS OF CONSULTANT AND DUE TO THE NATURE OF THE BREACHES CONCERNING CONFIDENTIAL INFORMATION AND TRADE SECRETS AND NON-CIRCUMVENTION AND NON-COMPETE. THE AMOUNT OF $100,000.00 IS A REASONABLE ESTIMATE OF THE REAL DAMAGES THAT WOULD LIKELY BE SUSTAINED AS A RESULT OF THESE FUTURE BREACHES. THAT SAID AMOUNT OF $100,000.00 IS NOT A PENALTY AND WILL NOT UNJUSTLY ENRICH THE CONSULTANT AND IS A FAIR ESTIMATE OF THE ACTUAL DAMAGES SUFFERED IN THE EVENT OF THE TYPES OF BREACHES IN QUESTION.

3. Disclaimer

The materials on Infinity Sales & Marketing, Inc. website are provided on an ‘as is’ basis. Infinity Sales & Marketing, Inc. makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties including, without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights.

Further, Infinity Sales & Marketing, Inc. does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its website or otherwise relating to such materials or on any sites linked to this site.

4. Limitations

In no event shall Infinity Sales & Marketing, Inc. or its suppliers be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption) arising out of the use or inability to use the materials on Infinity Sales & Marketing, Inc. website, even if Infinity Sales & Marketing, Inc. or an Infinity Sales & Marketing, Inc. authorized representative has been notified orally or in writing of the possibility of such damage. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you.

5. Accuracy of materials

The materials appearing on Infinity Sales & Marketing, Inc. website could include technical, typographical, or photographic errors. Infinity Sales & Marketing, Inc. does not warrant that any of the materials on its website are accurate, complete or current. Infinity Sales & Marketing, Inc. may make changes to the materials contained on its website at any time without notice. However, Infinity Sales & Marketing, Inc. does not make any commitment to update the materials.

6. Links

Infinity Sales & Marketing, Inc. has not reviewed all of the sites linked to its website and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by Infinity Sales & Marketing, Inc. of the site. Use of any such linked website is at the user’s own risk.

7. Modifications

This Term of Service supersedes all prior discussion, negotiations, representations, and Agreements, whether written or oral, and constitutes the entire Agreement between the Parties relating to the subject matters covered herein and may not be amended or modified by you. Infinity Sales & Marketing, Inc. may revise these terms of service for its website at any time without notice. By using this website, you are agreeing to be bound by the then current version of these terms of service.

8. Governing Law

In particular you specifically agree that you are bound by the terms and conditions of section (of the Consultant Contract) NINTH- Governing Law, Venue, Jurisdiction, Process, Prevailing Party Legal Fees which states in part “Section 9.01 The construction, validity and performance of this Agreement and any controversy or claims arising out of or relating to this document/contract, or the breach thereof, and which is not settled between the named signatory(ies) themselves, shall be governed by Florida Law, Venue shall be the County of Orange, in the State of Florida, Jurisdiction shall be any Court of competent jurisdiction, Service of Process may be effected by Courier, delivering any document or formal Complaint on the other Party, and the prevailing Party in any enforcement of this Agreement shall be entitled to recover all reasonable legal fees and costs and other charges and damages including legal fees and costs of any appeals.”