This Subscription Agreement is entered into by VSA, LP as owner of the Virtual Sales Assistant(hereinafter referred to as "VSA"), by Financial Services Online, Inc.(hereinafter referred to as "FSO") as agent/operator of the VSA and their authorized subscribers (hereinafter referred to as "Subscriber" or "Subscribers").

SUBSCRIBER'S COMPLETION OF THE ENROLLMENT PROCESS AND USE OF THE SERVICES PROVIDED BY THE VSA BIND SUBSCRIBER TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.

This Agreement supersedes any other written or oral agreement between the parties. Any privileges extended under this Agreement are for the benefit of the Subscriber only and are not transferable. Upon notice published online via the VSA's "ANNOUNCEMENTS"screen, VSA, LP may modify these terms and conditions, amplify them, and/or modify the prices, as well as discontinue or change the services offered. Continuation of the use of the services offered to Subscriber by VSA, LP after such modification occurs, constitutes full acceptance of the modification by Subscriber.

SERVICES PROVIDED

1.1 VSA, LP will provide services on its VSA Website located on the Internet at https://fsonline.com to Subscribers in exchange for the payment of fees and compliance with the terms and conditions of this Agreement and any modifications.

1.2 VSA services are defined as the use by Subscriber of computing, informational and educational services provided by VSA, LP's VSA Website. These services also include the provision of copyrighted sales support material.

1.3 VSA, LP will publish a notice of fee increases at least 30 days before such increases take effect.

1.4 The VSA service includes links to Internet sites and services maintained by third parties. Neither the VSA nor its parent, VSA, L.P., operate or control in any respect any information, products or services on these third-party sites. VSA, L.P. does not warrant or make any representations regarding the use or the results of the use of the materials in any third-party sites in terms of their correctness, accuracy, timeliness, reliability, fitness for a particular use or otherwise.

SUBSCRIBER USE OF MATERIAL

2.1 As provided by United States federal law and by International treaties, copyrighted materials (example: images, text and programs) may only be used as expressly permitted. All materials in the VSA are copyrighted materials and may not be downloaded for any reason or purpose EXCEPT as expressly permitted in Section 3. Subscriber agrees that any information utilized for his/her own use which is copyrighted, trademarked or otherwise protected information, will include any notices contained in the material representing that the material is protected. Copyrighted material may not be changed nor can the author attribution notices or the copyright notices be modified.

2.2 Subscriber acknowledges that the VSA service contains information, software, photos, video, graphics, or other material (collectively referred to as "content") that are protected by copyrights, trademarks, trade secrets or other proprietary rights and that these rights are valid and protected in all forms, media and technologies existing now or hereinafter developed. VSA, LP owns a copyright in the selection, coordination, arrangement and enhancement of such content.

SUBSCRIBER USE OF SERVICES

3.1 VSA content is for the individual Subscriber's use in support of his/her professional services with prospects, customers and clients and the Subscriber acknowledges and agrees not to share the user id and password of his/her subscription. No license is granted to republish any VSA content in any other medium or to otherwise copy, print, reproduce, display, modify, post, transmit or distribute these materials, nor to grant any sublicense for any further republication or online usage. The Subscriber acknowledges that VSA, LP and/or FSO has the right to terminate the subscription without notice if Subscriber does not comply in addition to pursuing other remedies.

3.2 Upon enrollment in the VSA, the Subscriber is assigned a secure user id and password. The Subscriber is responsible for maintaining the confidentiality of his/her user id and password and is liable for any harm resulting from disclosing or allowing disclosure of his/her password until the Subscriber notifies FSO by sending an e-mail to help@fsonline.com.

3.3 The Subscriber agrees not to use any process, program or tool for guessing the passwords of other Subscribers. The Subscriber agrees not to make unauthorized attempts to access the VSA system or content.

3.4 The Subscriber agrees to use the services provided by the VSA as permitted by applicable local, state, and federal laws and by this Agreement. The Subscriber agrees not to use these services to conduct any business or activity or solicit the performance of any activity that is prohibited by law.

INDEMNIFICATION

4.1 The Subscriber acknowledges that VSA, LP and FSO make an honest effort to keep the information available on the VSA Website accurate. However, neither VSA, LP nor FSO make a warranty of any kind, either expressed or implied, regarding the quality, accuracy, or validity of the data and/or information available. Use of the information obtained from or through the VSA is at the sole risk of the Subscriber.

4.2 The Subscriber also acknowledges that the information available through the interconnecting networks (also known as the "Internet") may not be accurate. Neither VSA, LP nor FSO have any ability or authority over the material and information available on the Internet. Neither VSA, LP nor FSO can or make any warranty of any kind, either expressed or implied, regarding the quality, accuracy, or validity of the data and/or information residing on or passing through these interconnecting networks. Use of the information obtained from or through the VSA is at the sole risk of the Subscriber.

4.3 Subscriber agrees to indemnify and hold harmless VSA, LP and FSO, their officers, directors, employees, agents, third-party Content Providers, Merchants and Licensees, from any claims and expenses, including attorney's fees, resulting from the use of VSA services by Subscriber or in connection with transmission by or through Subscriber of any of the services of VSA and its third-party Content Providers, Merchants or other Subscribers, which cause direct or indirect damage to another party.

PAYMENT OF FEES

5.1 An individual is entitled to one (1) free 7-day period of VSA use at the time of Subscriber's first enrollment in the VSA ("Initial Subscription"). If Initial Subscription is canceled for any reason and Subscriber subsequently re-enrolls in the VSA, the VSA monthly subscription fee is billed immediately following the Subscriber's re-enrollment.

5.2 If Initial Subscription is canceled by Subscriber prior to the end of the first 7 days, the VSA monthly subscription fee is not charged. 

5.3 After the first 7 days of Initial Subscription, if the Subscriber has not cancelled his/her VSA subscription, the VSA monthly subscription fee is billed every 30 days (Billing Date) unless and until Subscriber cancels his/her VSA subscription.

5.4 Subscriber acknowledges responsibility for paying the account in full. Payment of monthly subscription fees must be made in advance of receiving services. 

5.5 Subscriber will pay all sales, use, value-added, personal property or other governmental tax or levy imposed on monthly subscription fees.

5.6 Subscriber acknowledges that FSO, acting as an agent of VSA, LP, will collect all subscription fees.

5.7 Subscriber agrees to provide FSO with accurate and complete billing information, including Subscriber's legal name, address, telephone number, and valid credit card number, expiration date and billing address. Subscriber agrees to update this information as provided for in the "Change Credit Card" section of the VSA SUBSCRIBER SERVICES within days of any change to it.

5.8 Your VSA subscription will be considered delinquent if your credit card company refuses for any reason to pay the amount billed to it and that amount remains unpaid at your next billing date. Accounts that are delinquent by more than one (1) billing cycle may be canceled.

5.9 If you believe FSO has billed you incorrectly, you must contact FSO as provided for in the "Billing Questions" section of the VSA SUBSCRIBER SERVICES no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. In no event will more than two (2) monthly subscription fees be refunded.

5.10 When your credit card expires, FSO, at its discretion, may either assume that your card has been renewed for one year, or require that you furnish updated credit card information, including the new expiration date and any other information needed to process your subscription fees. If FSO is unable to obtain payment from your credit card bank because you have not renewed your card, because your credit card information has become outdated, or because you have not provided new information to FSO when requested, FSO may consider your subscription to be delinquent and cancel your subscription.

5.11 Subscriber is responsible for obtaining, providing and/or installing all telephone access lines, computer equipment (including modem) and Internet software necessary to access and use the VSA.

5.12 Subscriber is responsible for all charges associated with connecting to the VSA via the Internet.

SERVICE CANCELLATION BY SUBSCRIBER

6.1 Cancellation requests during the first 7 days of Initial Membership must be received in writing via e-mail, facsimile transmission or postal service, as described in the "Cancel Your Subscription" section of the VSA SUBSCRIBER SERVICES. Such request must be received no later than 5 p.m. Central time 6 days following Subscriber's date of initial enrollment. Otherwise, the non-refundable monthly subscription fee will be charged.

6.2 Other than the first 30 days of Initial Subscription, cancellation requests for VSA subscriptions must be received in writing via e-mail, facsimile transmission or postal service, as described in the "Cancel Your Subscription" section of the VSA SUBSCRIBER SERVICES. Such request must be received by 5 p.m. Central time no later then five (5) days prior to your next Billing Date in order to be effective for that Billing Date. Cancellation requests received within five (5) days of member's next Billing Date may not take effect until the following Billing Date.

6.3 VSA subscriptions are purchased on a month-to-month basis. All cancellations take effect at the end of a Subscriber's current subscription month. Pro-rata refunds cannot be made.

6.4 All accounts must be paid in full before the transactions covered by this Agreement are considered complete.

MISUSE OF SERVICE BY SUBSCRIBER

7.1 Any use of the VSA system or its resources which disrupts the normal use of the system for the benefit of other VSA Subscribers is considered an abuse of the system and the system resources and is grounds for administrative intervention by VSA, LP and/or FSO.

7.2 Modification, alteration, reverse engineering, decompilation, disassembly or creation of derived works based on VSA, LP's proprietary services and information is an abuse of VSA services by Subscriber.

7.3 Depending on the nature and the severity of the abuse, Subscriber may receive an e-mail or other written warning or have Subscriber's account suspended by VSA, LP and/or FSO. If the misuse is unintentional as determined by the sole discretion of VSA, LP and/or FSO, the suspension may be rescinded.

7.4 Violations of any of the outlined conditions of use are unethical and may be a criminal offense. Subscribers are expected to report to VSA, LP and/or FSO any information concerning instances where the terms and conditions of use have been or are being violated. When VSA, LP and/or FSO become aware of possible violations, VSA, LP and/or FSO will initiate an investigation. At the same time, in order to prevent further possible unauthorized activity, VSA, LP and/or FSO has the right to suspend access to services by the Subscriber in question. Confirmation of violations may result in cancellation of the Subscriber's account, criminal prosecution and civil actions. The suspension of the Subscriber's account may be rescinded at the sole discretion of VSA, LP and/or FSO following payment of the appropriate reconnection fee.

WARRANTIES

8.1 Subscriber must notify FSO via the VSA's help e-mail system of any defect in the services provided by the VSA, describing in detail the defect. Neither VSA, LP nor FSO warrant that the information and materials contained in VSA services will meet the individual Subscriber's requirements or that the use of VSA services will be uninterrupted or error free. Every effort is made to insure the accuracy of the materials, but neither VSA, LP nor FSO warrants, guarantees or assumes any liability for the accuracy and/or completeness of any materials or information contained in the material/services provided by the VSA.

8.2 THE WARRANTIES CONTAINED HEREIN ARE IN LIEU OF ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARISING OUT OF OR IN CONNECTION WITH SERVICES FURNISHED HEREUNDER OR THEIR DELIVERY, USE OR PERFORMANCE.

REMEDIES

9.1 Repair or Replacement as Exclusive Remedy. VSA, LP's and FSO's liability and Subscriber's exclusive remedy in all situations involving the performance or non-performance of VSA services or any component thereof, will be correction of the defects or replacement of the defective portion. If VSA, LP and/or FSO are unable, after repeated efforts to permit proper performance by VSA services, Subscriber is entitled to actual damages to the extent set forth in 9.2 below.

9.2 Limitation of Liability. VSA, LP's and FSO's liability for damages to Subscriber arising from any cause, including without limitation, damages arising in connection with the utilization of VSA services, whether the basis of the claim for such damages is in contract, in tort or otherwise, will be limited to the total amount paid by Subscriber to FSO as VSA membership fees or Subscriber's actual damages, whichever is less. No action, regardless of form, arising from this Agreement may be brought by either party more than one (1) year after the date of delivery of services in question. IN NO EVENT WILL VSA, LP OR FSO BE LIABLE FOR ANY DAMAGES CAUSED BY SUBSCRIBER'S FAILURE TO PERFORM HIS/HER RESPONSIBILITIES HEREUNDER OR FOR ANY LOST PROFITS, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR OTHER DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM AGAINST SUBSCRIBER BY ANY OTHER PERSON.

GENERAL TERMS AND CONDITIONS

10.1 This Agreement will be deemed to be made, entered into, construed and enforced pursuant to the laws of the State of Texas. Any cause of action or claim arising under this Agreement or related to the VSA will be determined by the appropriate state or federal court located in Austin, Texas. Subscriber, VSA, LP and FSO agree that prior to commencing any litigation (except for collection of monies owed by Subscriber to VSA, LP), the dispute will be submitted to mediation in Houston, Texas.

10.2 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous agreements, proposals, promises, representations, and understandings between the parties. Any modification to the Agreement will be under the terms and conditions previously stated.