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FirstLeaf

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FIRSTLEAF TERMS AND CONDITIONS

Last Updated: July 13, 2023

The Firstleaf website (the “Website”) is powered by Penrose Hill, Limited
(“Penrose Hill”). Penrose Hill and each of its affiliates and subsidiaries
(collectively, “Firstleaf”, “us”, “we”, or “our”) are pleased to provide you
with access to and use of the Website, content, products, services, goods,
promotions, and any other materials that Firstleaf may provide (collectively,
the “Services” or “Firstleaf Services”).

PLEASE READ CAREFULLY: THESE TERMS AND CONDITIONS CONTAIN A BINDING ARBITRATION
PROVISION AND CLASS ACTION WAIVER (SECTION 9) WHICH AFFECT YOUR RIGHTS RELATED
TO DISPUTES YOU MAY HAVE WITH FIRSTLEAF. EXCEPT WHERE PROHIBITED BY LAW AND AS
SET FORTH IN SECTION 9, BY PURCHASING, ENGAGING WITH OR OTHERWISE USING ANY
FIRSTLEAF SERVICES, YOU EXPRESSLY AGREE THAT DISPUTES BETWEEN YOU AND FIRSTLEAF
WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND YOU HEREBY WAIVE YOUR
RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. IF YOU
DO NOT AGREE TO THESE TERMS AND CONDITIONS, PLEASE IMMEDIATELY CEASE USE OF ANY
FIRSTLEAF SERVICES.

 1.  Contract Between You and Firstleaf.
     1. These Terms and Conditions, together with any applicable supplemental
        terms or legal notices (collectively, the “Terms”), form a legally
        binding agreement between you and Firstleaf and govern your access and
        use, and our provision of, the Firstleaf Services, including the
        purchase and sale of products or services through the Website, and any
        other technology, content, items or other materials provided by or
        through Firstleaf, or otherwise on which these Terms are provided
        (including via links).
     2. Additional policies, terms, and conditions applicable to certain
        Services (“Supplemental Terms”), may also be posted in particular areas
        of the Website or otherwise provided to you. The Supplemental Terms,
        together with these Terms, govern your use of those Services. Any
        Supplemental Terms are in addition to, and are incorporated into, these
        Terms. If any inconsistency exists between these Terms and the
        Supplemental Terms, the Supplemental Terms applicable to the Services
        will be controlling with respect to those Services.
     3. Firstleaf’s Services are only offered and available to users who are 21
        years of age or older and reside in the United States. If you are not at
        least 21 years of age, you must not access or use the Services. BY
        ACCESSING OR USING ANY FIRSTLEAF SERVICE, YOU AGREE TO BE BOUND AND
        ABIDE BY THE TERMS (INCLUDING WITHOUT LIMITATION SECTION 9 BELOW) AND
        YOU AGREE YOU ARE AT LEAST 21 YEARS OF AGE.
     4. D. All wine is sold by Penrose Hill, Limited (CT.# LSW.0001017, WA.#
        419814) or one of its following subsidiaries: Mawnan Lane, Inc., (CT.#
        LSW.0001699, WA.# 434057) Agnes Cove, LLC, (WA#433325) Ives Bay, LLC,
        (CT.# LOR:.0000069, WA.# 433278) Hayle, Inc., (WA.# 433781) Longrock
        Creek, LLC., (CT.# LOR.0000068, WA.# 433320) or Sennen Point, LLC
        (collectively, Penrose Hill and these enumerated subsidiaries are
        referred to as the “Firstleaf Entities”). You acknowledge and agree that
        all Firstleaf Entities are entitled to provide the Services to you and
        that these Terms are binding between you and all Firstleaf Entities.
 2.  Changes.
     1. Changes to these Terms. Firstleaf may in its sole and absolute
        discretion change these Terms from time to time. All changes shall be
        effective immediately upon posting and/or upon notice to you by one of a
        variety of ways including, but not limited to, posting a notice on our
        Website or upon login, sending an e-mail to you at the address you
        provided, or by including a notice with any products you receive. If you
        do not agree with any of the changes, you must discontinue using any and
        all Firstleaf Services. You understand and agree that your continued use
        of the Website or Services after the date on which the Terms have
        changed means that you accept and agree to the changes. You are expected
        to check this page each time you access the Website, so you are aware of
        any changes, as they are binding on you.
     2. Changes to Services. Firstleaf is constantly innovating in order to
        provide the best possible experience for its users. As part of this
        continuing innovation, you acknowledge and agree that Firstleaf may stop
        (permanently or temporarily) providing the Services (or any features
        within the Services) to you or to users generally at Firstleaf’s sole
        discretion, without prior notice to you. You also acknowledge and agree
        that the form and nature of the Services which Firstleaf provides may
        change from time to time without prior notice to you.
     3. Changes to the Website. Firstleaf may update the content on the Website
        from time to time, but its content is not necessarily complete or up to
        date. Any of the material on the Website may be out of date at any given
        time, and we are under no obligation to update such material.
 3.  Firstleaf Products and Services; Changes; Refunds; Orders; General
     Information; Gift Cards; Referrals.
     1.  Information. We have taken reasonable precautions to ensure that all
         product and service descriptions, prices, and other information we
         provide are correct and fairly described. However, when ordering
         products or services through our Website, please note that:
         1. Firstleaf reserves the right to not accept any orders if there is a
            material error in the description of the product or service, or if
            the price advertised is incorrect;
         2. Firstleaf reserves the right to refuse or discontinue the supply of
            any product or service to any customer, or change, suspend or
            discontinue any aspect of our Website at any time in our sole and
            absolute discretion;
         3. all prices are displayed in United States Dollars unless expressly
            indicated otherwise;
         4. when you place an order, we estimate the tax applicable to your
            order and include that estimate in the total for your convenience
            (the final tax amount will be based on the then-current rate as
            established by the applicable taxing authority, charged to your
            payment method, and reflected in the order confirmation we provide
            to you);
         5. all items are subject to availability, and if a product you ordered
            is not available at the time of sale, we will automatically replace
            the product with a product of equal value; and
         6. resale is strictly prohibited.
     2.  Changes. Please note that we may be required to change the terms of any
         products, goods, or services that we offer and/or you purchase. This
         includes without limitation changes to prices, taxes, shipping and
         handling amounts, specifications, delivery times, and/or package
         contents. All prices, discounts, and promotions are subject to change
         without notice. At our discretion, unless required by law, we may
         provide you with prior notice of any material changes. Firstleaf will
         not incur any obligation as a result of such change. By continuing to
         accept products, goods and/or services and by agreeing to these Terms,
         you will be deemed to have accepted the change.
     3.  Our Guarantee; Refunds and Replacements. Your satisfaction is
         guaranteed unless you violate these Terms and/or engage in any
         fraudulent behavior, including creating multiple Firstleaf accounts or
         abuse of the satisfaction guaranteed program. If you are not satisfied
         with the quality, flavor profile or taste of a wine you receive from
         us; email us at service@firstleaf.com within 30 days of delivery and we
         may issue a store credit, if permitted under applicable law. Should you
         have a broken bottle or damaged delivery issue, email us at
         service@firstleaf.com within 30 days of delivery. We will work with you
         in an attempt to resolve the issue, which may include issuance of store
         credit or a refund if permitted under applicable law. After an order is
         processed, if the order is cancelled, refused or cannot be delivered, a
         $25 restocking fee will be administered. Orders typically are fulfilled
         and shipped up to 3 days after the order is processed. Once an order
         has been delivered, no refund or credit will be issued, outside the
         guarantee of satisfaction.
     4.  Order Processing. We reserve the right to refuse or cancel any order
         prior to delivery. Some situations that may result in your order being
         cancelled include system or typographical errors, inaccuracies in
         product or pricing information or product availability, fairness among
         customers where supplies are limited, or problems identified by our
         service or compliance departments. We also may require additional
         verification or information before accepting an order. We will contact
         you if any portion of your order is cancelled or if additional
         information is required to accept your order. If your order is
         cancelled by us after we have processed your payment but prior to
         delivery, we will refund your payment. Refunds may take 5-7 days to
         process.
     5.  Your Personal and Payment Information. By using the Services, including
         purchasing any products or services made available through the Website,
         you may be asked to supply certain information, including without
         limitation, your credit card number, the expiration date of your credit
         card, your billing address, date of birth and your shipping
         information. You agree to only provide true, accurate, current, and
         complete information. By providing any credit card or other payment
         method information to us, you represent that such payment information
         is correct, and belongs to you or you have the authority to use such
         payment method. In the case of e-mail, you must provide an accurate
         e-mail address that is registered to you. You are responsible for
         promptly updating your information with any changes, especially to keep
         your billing information current. You must promptly notify us if your
         payment method is cancelled (for example, for loss or theft). Changes
         to such information can be made through your Firstleaf account or by
         contacting our Member Experience team at 1-800-461-7203. To help keep
         your account current and prevent service interruption, you acknowledge
         Firstleaf may update your payment method on file when it is set to
         expire or based on updates it receives from the bank or payment service
         provider that issues your payment method. You agree that your placement
         of an electronic order on our Website is sufficient to satisfy any
         applicable Statute of Frauds, and no further writing is required. If
         you are accessing, using and/or purchasing any Firstleaf Services on
         behalf of a company, you represent you have sufficient authority to
         bind that company to these Terms. In connection with the purchase of
         any product or service, you represent that the products will be used
         only in a lawful manner.
     6.  Title and Taxes. Firstleaf currently ships to the mainland United
         States (except for Rhode Island, Mississippi, and Utah), as well as
         Hawaii and Alaska. State and local taxes will be assessed according to
         the applicable jurisdiction where wines are shipped. Title and risk of
         loss pass to you upon our transfer of any products to the carrier.
         Additionally, consumers in Arkansas, Delaware and Maine elect to
         purchase Firstleaf wines in California. Title to and ownership of these
         wines passes from Firstleaf to you in California, and wines are
         delivered to you in California. California sales tax will be applied to
         these transactions, and wine will be stored on your behalf at our
         facility prior to pick up or fulfillment as further described below.
     7.  Shipping; Fulfillment and Fees. For jurisdictions where Firstleaf ships
         wine, shipments are made via common carrier(s), such as FedEx or UPS,
         to a residential or business address. No shipments can be made to PO
         Boxes. Typical shipping time is two to nine days, but times may vary.
         Shipping charges may be added with each purchase. Additional shipping
         costs apply for shipments to Alaska and Hawaii. Shipping costs are
         subject to change. For transactions which take place in California for
         Arkansas and Delaware residents, you may make an appointment to pick up
         products at our location during our regular business hours or you may
         make independent delivery arrangements. We can be contacted at
         service@firstleaf.com for assistance. Additionally, you may also elect
         to have your wine order fulfilled through a third-party shipper, and
         you agree to allow us to provide information regarding your designated
         shipping destination to the third-party for fulfillment. If the weather
         is too hot or too cold, we may delay shipment until conditions are more
         favorable. We will keep you notified if this happens. Shipping and
         delivery dates are estimates only and cannot be guaranteed. We are not
         liable for any delays in shipments.
     8.  Age Requirements. When placing your first order and creating an account
         you will also be required to enter the date of birth to verify that you
         are at least 21 years of age. Firstleaf will only deliver wines to
         individuals who are 21 years of age or older and have provided valid
         proof of identification upon delivery. In the event that you do not
         allow the common carrier to verify your age via visual inspection or ID
         scanning technology, the order will be returned to Firstleaf and you
         will incur a $25 restocking fee. Firstleaf contracts with common
         carrier(s) who must receive positive proof of age at time of delivery,
         and review and confirm identity and age on our behalf. You agree that
         you will provide evidence of your age as 21 or older at time of
         delivery.
     9.  Gift Cards. You may purchase and/or redeem gift cards through the
         Website. You must create or have a valid account to redeem a gift card.
         Gift cards may be redeemed on the Website by entering the gift card
         code in the payment section of the checkout page. Redemption of a gift
         card will result in application of a credit to your account in the
         amount of the gift card balance, which will be applied to your
         transaction(s) until the gift card balance is used in its entirety. If
         a transaction exceeds your gift card balance, you must pay the
         remaining amount with another approved payment method. Gift cards
         cannot be reloaded, resold, transferred for value or redeemed for cash,
         and cannot be returned for a refund (except as required by law). No
         portion of the balance on your gift card may be transferred to another
         Firstleaf account. Firstleaf is not responsible for lost or stolen gift
         cards and lost or stolen gift cards cannot be replaced (except at
         Firstleaf’s sole discretion or as required by law). Firstleaf reserves
         the right to refuse to honor a gift card where we suspect that the gift
         card was obtained fraudulently. Gift cards can not be purchased using
         Firstleaf store credit. Gift cards do not expire. We do not impose any
         activation, dormancy, or service fees.
     10. Referral Programs. From time to time, Firstleaf may invite Firstleaf
         users to participate in one of its referral programs (“Firstleaf
         Referral Program”) and earn Firstleaf credits (“Referral Reward”). The
         Firstleaf Referral Program Terms and Conditions are available here, and
         are deemed incorporated into and form part of these Terms.
     11. Promotions. From time to time, Firstleaf or its operational service
         providers, suppliers, and/or advertisers, may offer promotions on or
         through the Website, including, without limitation, offers, auctions,
         contests, and sweepstakes (“Promotions”). Each Promotion may have
         Supplemental Terms and/or rules that will be posted or otherwise made
         available to you and, for purposes of each Promotion, will be deemed
         incorporated into and form part of these Terms.
     12. Text Messages. By opting in, enrolling, or otherwise agreeing to
         receive text messages from or on behalf of Firstleaf, you acknowledge
         and agree you expressly consent to receive automated marketing
         telephone calls or text messages from Firstleaf, including text
         messages made with an autodialer. Your consent to receive text messages
         is not a condition of any purchase. Message frequency may vary. Message
         and data rates may apply, and you acknowledge that you are responsible
         for any message, data or other charges incurred. Check with your
         carrier for the details of your plan. You may opt out of Firstleaf text
         messages at any time by replying STOP to the number sending the
         message. After replying STOP, you may receive additional communications
         confirming that your request has been received and processed. If you
         need further assistance, text HELP to the number sending the message or
         contact our Member Experience team at 1-800-461-7203. Firstleaf and
         mobile carriers are not liable for delayed or undelivered messages.
 4.  AUTOMATIC RENEWAL AND SUBSCRIPTION-BASED SERVICES.
     1. General. Firstleaf offers certain products and services on an automatic
        or subscription basis, so you can enjoy all the benefits of our products
        or services on a continuous basis. By placing a wine club order on the
        Website, or reactivating a wine club subscription, you are enrolling in
        our automatically renewing wine club for future shipments of wine. By
        signing up for the wine club, you acknowledge and agree your wine
        shipments will automatically renew, and unless and until you cancel, you
        authorize us to charge your payment method for future shipments of wine.
        You agree such shipments will automatically renew each month unless you
        change the frequency of your shipments. Each shipment will consist of 6
        bottles of wine unless you change the quantity of your order. If you
        purchased a subscription with an introductory rate, you authorize us to
        charge your payment method after your introductory order at the rate
        then in effect. The rate for future shipments is subject to change at
        any time for subsequent months. Membership to our wine club is only
        available to individuals who are 21 years and older, residents of the
        United States and who have not been suspended or removed by Firstleaf.
        We will provide you with notice of changes to your subscription terms,
        including by any of the methods outlined in Section 2A above, as
        required by law.
     2. Changes. You can make changes to your information or subscription by
        contacting our Member Experience team at 1-800-461-7203 or by visiting
        your Firstleaf online account page, selecting “(your name) Account” and
        updating either your personal or billing information, shipping address
        or membership status. Any modifications to your account must be made at
        least 48 hours prior to the next scheduled shipment date in order to
        take effect for that period. Modifications made less than 48 hours prior
        to your shipment date will take effect in the next billing period.
     3. Cancellation. You may cancel your Firstleaf subscription by visiting
        your online account page, going to “(your name) Account” and in “Member
        Status” select “Cancel Membership.” In addition to cancelling through
        your online account page, you can contact our team at 1-800-461-7203
        between 9am-8pm ET any day of the week. Any modifications or
        cancellation of your membership must be made at least 48 hours prior to
        the next order processing in order to take effect for that period.
        Modifications or cancellations made less than 48 hours prior to the
        shipment processing will take effect in the next billing period.
 5.  Membership Eligibility; Account and Account Security; User Content and
     Conduct.
     1. Membership Eligibility. Firstleaf membership (whether through an auto
        renewal subscription or individual purchase) is available to Firstleaf
        users who are 21 years and older, residents of the United States, and
        who have not been suspended or terminated by Firstleaf. By accepting
        these Terms and using the Services, you hereby affirm that you are at
        least 21 years of age. You agree to use the Services for personal use
        and not for commercial purposes. Members may not have more than one
        active membership account and may not use multiple email addresses to
        create multiple active or inactive accounts. Members are prohibited from
        selling, trading or otherwise transferring a membership account to
        anyone else. We are not liable for any damages or losses caused by
        someone using your account without your permission. However, if
        Firstleaf suffers any damage due to the unauthorized use of your
        account, you may be liable. By using the Services, you represent that
        you qualify to use the Services.
     2. Account. In order to access certain Services, you may be required to
        provide information about yourself (such as identification or contact
        details) as part of the registration process for the Service, or as part
        of your continued use of the Services. Certain Services may permit or
        require you to create an account. You agree to provide and maintain
        accurate, current and complete information for your account, including
        as applicable, your name, age, contact, and payment information. You
        agree that we may take steps to verify the accuracy of information you
        provide. You agree not to impersonate or misrepresent your affiliation
        with any person or entity, including using another person’s username,
        password or other account information, or another person’s name, age,
        image, photo, or likeness.
     3. Account Security. You are responsible for maintaining the
        confidentiality of your account username and/or password, and you are
        responsible for all activities under your account that you can
        reasonably control. You may not share your password or other login
        information with any person; any use of your account by any person other
        than yourself is grounds for suspension or termination of your account.
        You agree to promptly notify us of any unauthorized use of your
        username, password or other account information, or of any other breach
        of security that you become aware of involving your account or the
        Firstleaf Services. You agree not to use the account, username or
        password of any other account holder at any time. Firstleaf will not be
        liable for any loss that you incur as a result of someone else using
        your password, either with or without your knowledge.
     4. User Generated Content.
        1. The Firstleaf Services may allow you and users of our Website to
           communicate, submit, upload or otherwise make available text,
           reviews, images, photos, audio, video, media, chats, personally
           identifiable information, feedback about our products and Services,
           testimonials, or other content (“User Generated Content”). User
           Generated Content that you submit through your account, or any other
           Firstleaf Services will be stored, maintained, and used by Firstleaf
           in accordance with our Privacy Policy. You acknowledge certain types
           of User Generated Content that you submit, such as chats, reviews,
           and message board entries, may be accessed and viewed by the public.
        2. You may not submit or upload User Generated Content that is illegal,
           infringing, false, defamatory, harassing, threatening, bigoted,
           hateful, violent, vulgar, obscene, pornographic, negative, or
           otherwise offensive or that harms or can reasonably be expected to
           harm any person or entity, whether or not such material is protected
           by law, as determined by Firstleaf in its sole and absolute
           discretion. We have the right, but not the obligation, to monitor,
           screen, post, remove, modify, store and review User Generated Content
           or communications you submit, at any time and for any or no reason,
           including to ensure that the User Generated Content or communication
           conforms to these Terms, without prior notice to you.
        3. You represent and warrant that your User Generated Content conforms
           to these Terms and that you own or have the necessary rights and
           permissions, without the need for payment to or consent from any
           other person or entity, to use and exploit, and you fully and
           unconditionally authorize us to use and exploit, your User Generated
           Content in all manners and mediums (including commercial use) desired
           by Firstleaf, including as contemplated by these Terms. You agree to
           indemnify and hold Firstleaf, including the Firstleaf Entities, and
           each of their respective employees, officers, and directors harmless
           from any demands, loss, liability, claims or expenses (including
           attorneys’ fees), made against them by any third party arising out of
           or in connection with our use and exploitation of your User Generated
           Content. You also agree not to enforce any moral rights, ancillary
           rights, or similar rights in or to the User Generated Content against
           us or our licensees, distributors, agents, representatives and other
           authorized users, and agree to procure the same agreement not to
           enforce from others who may possess such rights. You waive any right
           to injunction or other equitable relief in connection with
           Firstleaf’s use or exploitation of User Generated Content.
        4. We will not be responsible or liable to any third party for any User
           Generated Content. We are not responsible for, and do not endorse or
           guarantee, the opinions, views, advice or recommendations posted or
           sent by other users of the Firstleaf Services. User Generated Content
           shall not state or reflect the attitudes and opinions of Firstleaf,
           and any views and opinions expressed on our Website shall not be
           attributed to or otherwise endorsed by Firstleaf.
     5. License to Your User Generated Content. We do not claim ownership to
        your User Generated Content; however, you grant us a perpetual, fully
        paid-up, non-exclusive, sublicensable, irrevocable and royalty-free
        worldwide license under all copyrights, trademarks, patents, trade
        secrets, privacy and publicity rights and other intellectual property
        rights to use, reproduce, transmit, print, publish, publicly display,
        exhibit, distribute, redistribute, copy, index, comment on, modify,
        adapt, translate, create derivative works of, publicly perform, make
        available and otherwise exploit such User Generated Content, in whole or
        in part, in any and all media and channels now known or hereafter
        devised (including in connection with the Firstleaf Services and on
        third-party sites and platforms such as Facebook, Instagram, YouTube and
        Twitter), in any number of copies and without limit as to time, manner
        and frequency of use, without further notice to you, with or without
        attribution, and without the requirement of permission from or payment
        to you or any other person or entity. This includes without limitation
        our use of your User Generated Content in connection with any
        advertising, product packaging, printed publications, presentations,
        promotional materials, events and associated marketing materials,
        television and digital commercials, videos, social media websites,
        applications, or on our websites or in any other commercial manner. We
        are not, however, obligated to use your User Generated Content. To the
        extent that we authorize you to create, post, upload, distribute,
        publicly display or publicly perform User Generated Content that
        requires the use of our copyrighted works, we grant you a limited,
        non-transferable, non-exclusive license to create a derivative work
        using our copyrighted works as required for the sole purpose of creating
        the materials, provided that such license shall be conditioned upon your
        assignment to us of all rights in the work you create. If such rights
        are not assigned to us, your license to create derivative works using
        our copyrighted works shall be null and void.
     6. Code of Conduct. At Firstleaf, we continually strive to offer our
        members a superior experience by producing exceptional wines and
        curating hard-to-find products that our procurement teams discover from
        all over the world. We also do our best to offer a first-class
        experience for our members and uphold the highest degree of
        professionalism. We, therefore, reserve the right to cancel and/or
        terminate any member’s account for any violation of the Terms. Any
        fraudulent behavior, creating of multiple accounts to acquire additional
        credits or introductory orders, spamming, flaming, excessive use of
        profanity or abusive language, either on our Website or any other
        website in regard to Firstleaf or while contacting any of our team
        members, will not be tolerated.
     7. Prohibited Uses. You must only use the Firstleaf Services for lawful
        purposes and in compliance with these Terms and any applicable Codes of
        Conduct, and you must not use them in a way that is illegal or harmful
        or infringes the rights of anyone else or that restricts or inhibits
        anyone else‘s enjoyment of any Firstleaf Services. In using any
        Firstleaf Services, and in particular, the Website, you expressly
        acknowledge you are prohibited from, and agree that you will not without
        our prior express written consent:
        1.  copy, reproduce, or improperly use, post or access any content on
            the Firstleaf Services;
        2.  modify, distribute, or re-post any content on the Firstleaf Services
            for any purpose;
        3.  use the content on the Firstleaf Services for any commercial
            exploitation whatsoever;
        4.  disrupt or interfere with the security of, or otherwise abuse, the
            Firstleaf Services, or any services, system resources, accounts,
            servers, or networks connected to or accessible through the
            Firstleaf Services or affiliated or linked sites;
        5.  access content, data or portions of the Firstleaf Services which are
            not intended for you, or log onto a server or account that you are
            not authorized to access;
        6.  attempt to probe, scan, or test the vulnerability of the Firstleaf
            Services, including websites, applications, or any associated system
            or network, or breach security or authentication measures without
            proper authorization;
        7.  access any Firstleaf Services or our Website through any automated
            means, such as “robots,” “spiders,” or “offline readers”;
        8.  interfere or attempt to interfere with the use of the Firstleaf
            Services by any other user, host or network, including, without
            limitation by means of submitting a virus, overloading, “flooding,”
            “spamming,” “mail bombing,” or “crashing”
        9.  use any data mining, “scraping”, web crawling, robots, or similar
            data gathering and extraction methods on the Firstleaf Services;
        10. harass, “stalk”, disrupt or interfere with any other user‘s
            enjoyment of the Firstleaf Services or affiliated or linked sites;
        11. upload, post, or otherwise transmit through or on the Firstleaf
            Services any viruses or other harmful, disruptive, or destructive
            files;
        12. use, frame, or utilize framing techniques to enclose any Firstleaf
            trademark, logo, or other proprietary information (including the
            images found at our Website, the content of any text, or the
            layout/design of any page or form contained on a page) without
            Firstleaf‘s express written consent;
        13. use meta tags or any other “hidden text” utilizing a Firstleaf name,
            trademark, or product name without Firstleaf’s express written
            consent;
        14. deeplink to the Firstleaf Services, including our Website without
            Firstleaf‘s express written consent;
        15. create or use a false identity on the Firstleaf Services, share your
            account information, use another individual’s account information,
            or allow any person besides yourself to use your account to access
            the Firstleaf Services;
        16. harvest or otherwise collect information about Firstleaf users,
            including email addresses and phone numbers;
        17. download, “rip,” or otherwise attempt to obtain unauthorized access
            to any Firstleaf Services, content or other materials;
        18. post any copyrighted material unless the copyright is owned by you;
            and/or
        19. engage in any behavior or conduct that is illegal, infringing,
            false, defamatory, harassing, threatening, bigoted, hateful,
            violent, vulgar, obscene, pornographic, negative or otherwise
            offensive or that harms or can reasonably be expected to harm any
            person or entity, whether or not such material is protected by law,
            as determined by Firstleaf in its sole and absolute discretion.
 6.  Third-Party Content.
     1. Third-Party Content and Links to Third-Party Websites. The Services may
        integrate, be integrated into, or be provided in connection with
        third-party websites, services, applications, tools, interfaces,
        content, and/or materials (“Third-Party Services”). Firstleaf has no
        control over any Third-Party Services. Firstleaf makes no claim or
        representation regarding, and accepts no responsibility for, the
        availability, quality, content, nature, or reliability of Third-Party
        Services accessible from our Website or any other element of the
        Services. There is no implied affiliation, endorsement or adoption by
        Firstleaf of these Third-Party Services and we shall not be responsible
        for any content provided on or through these Third-Party Services. You
        should read the terms of use and privacy policies that separately apply
        to these Third-Party Services. You acknowledge and agree that Firstleaf
        is not responsible for the availability of any such Third-Party
        Services, and does not endorse any statement, advertising, products, or
        other materials on or available from such Third-Party Services. UNDER NO
        CIRCUMSTANCES WILL FIRSTLEAF BE RESPONSIBLE FOR ANY LOSS OR DAMAGE
        RESULTING FROM THE AVAILABILITY OF ANY THIRD-PARTY SERVICE, OR YOUR
        RELIANCE ON THE COMPLETENESS, ACCURACY, OR EXISTENCE OF ANY STATEMENT,
        ADVERTISING, PRODUCTS, OR OTHER MATERIALS ON, OR AVAILABLE FROM,
        THIRD-PARTY SERVICES.
 7.  Intellectual Property and Ownership.
     1. Proprietary Rights. You acknowledge and agree that the Firstleaf
        Services, and any logos, names, designs, text, graphics, software,
        content, files, materials, and any other intellectual property rights
        contained therein, including without limitation any copyrights, patents,
        trademarks, proprietary or other rights contained therein, related
        thereto, or otherwise arising therefrom are owned by Firstleaf,
        including the Firstleaf Entities, and/or their affiliates, subsidiaries,
        licensors or suppliers. Furthermore, you acknowledge and agree that the
        source and object code of certain Firstleaf Services (such as our online
        tools) and the format, directories, queries, algorithms, structure, and
        organization of the same are the intellectual property, proprietary and
        confidential information of Firstleaf, including the Firstleaf Entities,
        and/or their affiliates, subsidiaries, licensors and suppliers. You
        expressly agree that you will do nothing inconsistent with Firstleaf’s
        ownership of the Firstleaf Services, and that you gain no rights, title,
        or interest in or to any Firstleaf Services or any goodwill associated
        therewith, except as stated in these Terms or any executed written
        agreement between you and Firstleaf. In addition, except as expressly
        set forth in these Terms, you are not conveyed any right or license by
        implication, estoppel, or otherwise in or under any patent, trademark,
        copyright, or other proprietary right of Firstleaf or any third party.
        Any and all goodwill arising from your use of any Firstleaf Services
        shall inure solely to the benefit of Firstleaf. These Terms permit you
        to access and use the Firstleaf Services for your personal,
        non-commercial use only. Any use of the Website not expressly permitted
        by these Terms is a breach of these Terms and may violate copyright,
        trademark, and other laws.
     2. Copyright. Firstleaf respects the intellectual property rights of its
        users and complies with the provisions of the Digital Millennium
        Copyright Act (“DMCA”) (17 U.S.C. § 512 et. al., as amended). It is our
        policy to respond promptly to any claim that content posted on our
        Website or through our Services infringes copyrighted or other
        intellectual property. Firstleaf will use reasonable methods to
        investigate notices of alleged infringement and will take appropriate
        action under applicable laws. To notify Firstleaf of a possible
        infringement, you must submit a written notice to our Compliance
        Department using the following address or email: 50 Technology Court,
        Napa, CA 94558; compliance@firstleaf.com. Any notice of possible
        copyright infringement must include the following information:
        1. an electronic or physical signature of the owner or person authorized
           to act on behalf of the owner of the copyrighted or intellectual
           property;
        2. a description of the copyright-protected work or other intellectual
           property that you allege has been infringed;
        3. a description of the material that you claim is infringing and where
           it is located on the Website or Service;
        4. your contact information, including at a minimum your mailing
           address, telephone number, and email address;
        5. a statement by you that you have a good faith belief that the use of
           the materials on the Website or Service is not authorized by the
           copyright owner, its agent, or the law; and
        6. a statement by you that the information in your notice is accurate,
           and that, under penalty of perjury, you are the copyright or
           intellectual property owner or authorized to act on the copyright or
           intellectual property owner’s behalf.
        If you believe that a DMCA notice has been submitted in error, and that
        your posting was not infringing, you may contact our Compliance
        Department at the contact information provided above to submit a written
        counter-notification. Under the DMCA, a counter-notice must include the
        following information:
        1. your physical or electronic signature;
        2. an identification of the material that was removed and the location
           at which the material appeared before it was removed;
        3. a statement under penalty of perjury that you have a good faith
           belief that the material was removed as a result of mistake or
           misidentification of the material (whether or not it was
           intentional);
        4. your contact information, including at a minimum your mailing
           address, telephone number, and email address; and
        5. a statement that you consent to the jurisdiction of Federal District
           Court for the judicial district in which the address you provided is
           located (or, if you live outside the United States, the U.S. District
           Court for the Northern District of California) and that you will
           accept service of process from the person who provided the DMCA
           notice or an agent of such person.
     3. Trademark. The Firstleaf name and all related names, logos, product and
        service names, designs, and slogans are trademarks of Firstleaf,
        including the Firstleaf Entities, and/or their affiliates, subsidiaries
        or licensors. You must not use such marks without the prior written
        permission of Firstleaf. All other names, logos, product and service
        names, designs, and slogans on this Website are the trademarks of their
        respective owners.
 8.  Privacy
     1. Firstleaf respects your privacy and is committed to protecting it. Our
        Privacy Policy governs the processing of personal data collected from
        you in connection with your use of the Services.
 9.  DISPUTES, BINDING INDIVIDUAL ARBITRATION, AND WAIVER OF CLASS ACTIONS AND
     CLASS ARBITRATIONS.
     1.  Disputes. The terms of this Section 9 shall apply to all Disputes
         between you and Firstleaf and/or any third party operating on
         Firstleaf’s behalf (including but not limited to any employees, agents,
         affiliates, service providers, suppliers, or vendors). For the purposes
         of this Section, “Dispute” shall mean any dispute, claim, controversy
         or action between you and Firstleaf arising under or relating to any
         Services, the Website, these Terms, or any other transaction involving
         you and Firstleaf, including any Dispute that arose before this or any
         prior agreement, whether in contract, warranty, misrepresentation,
         fraud, tort, intentional tort, statute, regulation, ordinance, or any
         other legal or equitable basis, and shall be interpreted to be given
         the broadest meaning allowable under law. YOU AND FIRSTLEAF AGREE THAT
         “DISPUTE” AS DEFINED IN THESE TERMS SHALL NOT INCLUDE ANY CLAIM OR
         CAUSE OF ACTION BY YOU OR FIRSTLEAF FOR (i) TRADE SECRET
         MISAPPROPRIATION, (ii) PATENT INFRINGEMENT, (iii) COPYRIGHT
         INFRINGEMENT OR MISUSE, AND (iv) TRADEMARK INFRINGEMENT OR DILUTION.
         Moreover, notwithstanding anything else in these Terms, you agree that
         a court, not the arbitrator, shall decide if a claim falls within one
         of these four exceptions.
     2.  Binding Arbitration. You and Firstleaf further agree: (i) to arbitrate
         all Disputes between the parties pursuant to the provisions in these
         Terms; (ii) these Terms memorialize a transaction in interstate
         commerce; (iii) the Federal Arbitration Act (9 U.S.C. § 1, et seq.)
         governs the interpretation and enforcement of this Section
         (notwithstanding the choice-of-law provision contained herein); and
         (iv) this Section shall survive termination of these Terms.
     3.  Dispute Notice. In the event of a Dispute, you or Firstleaf must first
         send to the other party a notice of the Dispute that shall include a
         written statement that sets forth the name, address and contact
         information of the party giving it, the facts giving rise to the
         Dispute, and the relief requested (the “Dispute Notice”). The Dispute
         Notice to Firstleaf must be addressed to: 50 Technology Court, Napa, CA
         94558 (the “Firstleaf Notice Address”). The Dispute Notice to you will
         be sent by certified mail to the most recent address we have on file or
         otherwise in our records for you. If Firstleaf and you do not reach an
         agreement to resolve the Dispute within sixty (60) days after the
         Dispute Notice is received, you or Firstleaf may commence an
         arbitration proceeding pursuant to this Section. Following submission
         and receipt of the Dispute Notice, each party agrees to act in good
         faith to seek to resolve the Dispute before commencing arbitration.
     4.  Small Claims Court. Notwithstanding the foregoing, you may bring an
         individual action in the small claims court of your state,
         municipality, province, or territory if the action is within that
         court’s jurisdiction and is pending only in that court.
     5.  WAIVER OF CLASS ACTIONS AND CLASS ARBITRATIONS. YOU AND FIRSTLEAF AGREE
         THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER PARTY ONLY IN AN
         INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY
         PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, INCLUDING WITHOUT
         LIMITATION FEDERAL OR STATE CLASS ACTIONS, OR CLASS ARBITRATIONS.
         ACCORDINGLY, UNDER THE ARBITRATION PROCEDURES OUTLINED IN THIS SECTION,
         AN ARBITRATOR SHALL NOT COMBINE OR CONSOLIDATE MORE THAN ONE PARTY’S
         CLAIMS WITHOUT THE WRITTEN CONSENT OF ALL AFFECTED PARTIES TO AN
         ARBITRATION PROCEEDING. WITHOUT LIMITING THE GENERALITY OF THE
         FOREGOING, YOU AND FIRSTLEAF AGREE THAT NO DISPUTE SHALL PROCEED BY WAY
         OF CLASS ARBITRATION WITHOUT THE WRITTEN CONSENT OF ALL AFFECTED
         PARTIES.
     6.  Arbitration Procedure. If a party elects to commence arbitration, the
         arbitration shall be administered by the American Arbitration
         Association in accordance with the AAA Commercial Arbitration Rules or
         AAA Consumer Arbitration Rules, as applicable, (the “AAA Rules”)
         available at http://www.adr.org; except AAA may not administer any
         multiple claimant or class arbitration, as the parties agree that the
         arbitration shall be limited to the resolution only of individual
         claims. If there is a conflict between the AAA Rules and the rules set
         forth in these Terms, the rules set forth in these Terms shall govern.
         All Disputes shall be resolved by a single neutral arbitrator, and both
         parties shall have a reasonable opportunity to participate in the
         selection of the arbitrator. The arbitrator is bound by the terms of
         these Terms. The arbitrator, and not any federal, state, provincial,
         territorial or local court or agency, shall have exclusive authority to
         resolve all disputes arising out of or relating to the interpretation,
         applicability, enforceability or formation of these Terms, including,
         but not limited to, any claim that all or any part of these Terms is
         void or voidable. The arbitrator shall be empowered to grant whatever
         relief would be available in a court under law or in equity. The
         arbitrator’s award shall be binding on the parties and may be entered
         as a judgment in any court of competent jurisdiction.
     7.  Initiation of Arbitration Proceeding. If either you or Firstleaf decide
         to arbitrate a Dispute, we agree to initiate the arbitration in
         accordance with the AAA Rules. In accordance with the AAA Rules, the
         initiating party must (1) file or submit a “Demand for Arbitration”
         with the AAA, and (2) send one copy of the Demand for Arbitration to
         the other party at the same address as the Dispute Notice, or as
         otherwise agreed to by the parties. The AAA Rules, as well as
         instructions on how to file an arbitration proceeding with the AAA,
         appear at www.adr.org, or you may call the AAA at 1-800-778-7879.
     8.  Hearing Format. In all hearing formats, the arbitrator shall issue a
         written decision that explains the essential findings and conclusions
         on which an award, if any, is based. During the arbitration, the amount
         of any settlement offer made by Firstleaf or you shall not be disclosed
         to the arbitrator until after the arbitrator determines the amount, if
         any, to which you or Firstleaf is entitled. The discovery or exchange
         of non-privileged information relevant to the Dispute may be allowed
         during the arbitration.
     9.  Arbitration Fees. Payment of all filing, administration and arbitrator
         fees will be governed by the AAA’s Rules. For claims under $10,000,
         Firstleaf will reimburse you for AAA issued fees, as well as the
         initial filing fee, if you are deemed the prevailing party by the
         arbitrator. You are responsible for all additional costs that you incur
         in the arbitration, including without limitation, fees for attorneys or
         expert witnesses.
     10. Opt-out. You may elect to opt-out (exclude yourself) from the final,
         binding individual arbitration procedure and waiver of class and
         representative proceedings specified in these Terms by sending a
         written letter to the Firstleaf Notice Address within thirty (30) days
         of your acceptance to these Terms (including your first purchase of any
         Firstleaf Service or use of the Website) that specifies: (i) your name;
         (ii) your mailing address; and (iii) your request to be excluded from
         the final, binding individual arbitration procedure and waiver of class
         and representative proceedings specified in this Section. In the event
         that you opt-out consistent with the procedure set forth above, all
         other Terms shall continue to apply.
     11. Amendments to this Section. Notwithstanding any provision in these
         Terms to the contrary, you and Firstleaf agree that if Firstleaf makes
         any material amendments to the dispute resolution procedure and class
         action waiver provisions in these Terms, Firstleaf will notify you and
         you will have thirty (30) days from the date of notice to affirmatively
         opt-out of any such amendments by sending a written letter to the
         Firstleaf Notice Address that specifies: (i) your name; (ii) your
         mailing address; and (iii) your request to opt-out of such amendments.
         If you affirmatively opt-out of any such amendments, you are agreeing
         that you will arbitrate any Dispute between us in accordance with the
         language in the current Terms, without any of the amendments governing.
         If you do not affirmatively opt-out of any amendments, you will be
         deemed to have consented to any such amendments.
     12. Severability. If any provision in this Section 9 is found to be
         unenforceable, that provision shall be severed with the remainder of
         these Terms remaining in full force and effect. The foregoing shall not
         apply to the prohibition against class or representative actions; if
         the prohibition against class or representative actions is found to be
         unenforceable, this entire Section shall be null and void. The terms of
         this Section 9 shall otherwise survive any termination of these Terms.
     13. Exclusive Venue for Other Controversies. Firstleaf and you agree that
         any controversy excluded from the dispute resolution procedure and
         class action waiver provisions in this Section (other than an
         individual action filed in small claims court) shall be filed only in
         the courts located within the State of Delaware, and each party hereby
         irrevocably and unconditionally consents and submits to the exclusive
         jurisdiction of such courts for any such controversy.
 10. Indemnification; Limitation of Liability.
     1. Indemnification. You agree to defend, indemnify and hold Firstleaf,
        including all parents, subsidiaries, affiliates, shareholders, officers,
        directors, employees, agents, and suppliers harmless from and against
        any claim, liabilities, action, demand, loss, expenses, suit, or damages
        (including attorneys‘ fees) made or incurred by any third party arising
        out of or relating to your improper use of any Firstleaf Services, your
        violation of these Terms, or your violation of any rights of a third
        party.
     2. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO
        EVENT SHALL FIRSTLEAF, INCLUDING THE FIRSTLEAF ENTITIES, OR ANY OF THEIR
        SERVICE PROVIDERS, LICENSORS, SUPPLIERS, EMPLOYEES, AGENTS, OR OFFICERS
        BE LIABLE FOR DAMAGES OF ANY KIND (INCLUDING BUT NOT LIMITED TO SPECIAL,
        COMPENSATORY, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY
        DAMAGES), LOST PROFITS, LOST DATA OR CONFIDENTIAL OR OTHER INFORMATION,
        LOSS OF PRIVACY, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES,
        FAILURE TO MEET ANY DUTY INCLUDING WITHOUT LIMITATION OF GOOD FAITH OR
        OF REASONABLE CARE, NEGLIGENCE, OR OTHERWISE, REGARDLESS OF THE
        FORESEEABILITY AND/OR IF WE WERE ADVISED OF SUCH DAMAGES OR OF ANY
        ADVICE OR NOTICE GIVEN TO FIRSTLEAF OR ITS SERVICE PROVIDERS, LICENSORS
        AND SUPPLIERS ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF ANY
        FIRSTLEAF SERVICES. THIS LIMITATION SHALL APPLY REGARDLESS OF WHETHER
        THE DAMAGES ARISE OUT OF BREACH OF CONTRACT, NEGLIGENCE, TORT, OR ANY
        OTHER LEGAL THEORY OR FORM OF ACTION. ADDITIONALLY, THE MAXIMUM
        LIABILITY OF FIRSTLEAF AND ITS SERVICE PROVIDERS, LICENSORS AND
        SUPPLIERS TO YOU UNDER ALL CIRCUMSTANCES WILL BE LIMITED TO THE AMOUNT
        PAID, IF ANY, BY YOU IN THE LAST NINETY (90) DAYS TO FIRSTLEAF FOR ANY
        FIRSTLEAF SERVICES. YOU AGREE THAT THIS LIMITATION OF LIABILITY
        REPRESENTS A REASONABLE ALLOCATION OF RISK AND IS A FUNDAMENTAL ELEMENT
        OF THE BASIS OF THE BARGAIN BETWEEN FIRSTLEAF AND YOU. THE FIRSTLEAF
        SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. FIRSTLEAF WILL
        NOT BE LIABLE FOR FAILURE TO PERFORM ANY OBLIGATION UNDER THESE TERMS IF
        SUCH FAILURE IS CAUSED BY THE OCCURRENCE OF ANY UNFORESEEN CIRCUMSTANCE
        BEYOND ITS REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, INTERNET
        OUTAGES, COMMUNICATIONS OUTAGES, FIRE, FLOOD, NATURAL DISASTER, CIVIL
        UNREST OR WAR.
     3. Disclaimer of Warranties.
        1. YOU ACKNOWLEDGE AND AGREE THE FIRSTLEAF SERVICES, INCLUDING WITHOUT
           LIMITATION, ANY PRODUCTS, GOODS, SERVICES, WEBSITES, APPLICATIONS,
           CONTENT, OR ANY OTHER INFORMATION PROVIDED THEREIN ARE PROVIDED “AS
           IS” AND “AS AVAILABLE”, WITH ALL FAULTS, ERRORS AND OMISSIONS, AND
           WITHOUT ANY PERFORMANCE ASSURANCES OR GUARANTEES OF ANY KIND. WE
           EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, CONDITIONS, AND
           REPRESENTATIONS, EXPRESS OR IMPLIED, REGARDING THE FIRSTLEAF
           SERVICES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF
           MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT,
           SATISFACTORY QUALITY, UPTIME, ACCESSIBILITY, AND WARRANTIES ARISING
           FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WE MAKE NO GUARANTEE
           OR WARRANTY THAT THE FIRSTLEAF SERVICE WILL MEET YOUR REQUIREMENTS OR
           THAT THEY WILL BE UNINTERRUPTED OR ERROR-FREE. YOU AGREE TO USE THE
           FIRSTLEAF SERVICES AT YOUR SOLE RISK.
        2. YOU WILL NOT HOLD FIRSTLEAF OR ITS THIRD-PARTY SERVICE PROVIDERS,
           LICENSORS AND SUPPLIERS, AS APPLICABLE, RESPONSIBLE FOR ANY LOSS OR
           DAMAGE THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE FIRSTLEAF
           SERVICES, INCLUDING WITHOUT LIMITATION ANY LOSS OR DAMAGE TO ANY OF
           YOUR COMPUTERS OR DATA, AS THE FIRSTLEAF SERVICES MAY CONTAIN BUGS,
           ERRORS, PROBLEMS OR OTHER LIMITATIONS.
        3. YOU ACKNOWLEDGE THAT WE DO NOT CONTROL ANY ADVERTISEMENTS, PRODUCT
           DESCRIPTIONS, PRODUCTS, OR CONTENT OFFERED BY THIRD PARTIES ON OR
           THROUGH OUR WEBSITE, INCLUDING WITHOUT LIMITATION, INFORMATION OR
           PRODUCTS PROVIDED BY LICENSE TO US FROM THIRD PARTIES. CERTAIN
           WARRANTIES WITH RESPECT TO PARTICULAR PRODUCTS/SERVICES ACCESSED FOR
           SALE THROUGH OUR WEBSITE MAY BE AVAILABLE THROUGH MANUFACTURERS‘
           WARRANTIES, THOUGH NOT THROUGH FIRSTLEAF; PLEASE READ THE WARRANTIES
           INCLUDED IN THE DOCUMENTATION PROVIDED ALONG WITH THOSE
           PRODUCTS/SERVICES FOR FURTHER DETAILS. EXCEPT AS OTHERWISE AGREED IN
           WRITING, WE ASSUME NO RESPONSIBILITY FOR AND MAKE NO WARRANTY OR
           REPRESENTATION AS TO THE ACCURACY, CURRENCY, COMPLETENESS,
           RELIABILITY, OR USEFULNESS OF THIRD-PARTY CONTENT, THIRD-PARTY
           SERVICES, OR THIRD-PARTY PRODUCTS (INCLUDING PRODUCT DESCRIPTIONS)
           DISTRIBUTED OR MADE AVAILABLE BY THIRD PARTIES THROUGH OUR WEBSITES.
 11. Miscellaneous.
     1.  Governing law. You agree that the laws of the State of Delaware,
         without regard to principles of conflict of laws, will exclusively
         govern these Terms and any Dispute between you and Firstleaf.
         Notwithstanding the foregoing, you agree that the Federal Arbitration
         Act applies and governs the interpretation and enforcement of Section 9
         of these Terms.
     2.  Geographic Restrictions. Our Website is controlled, operated, and
         administered in the United States. Firstleaf makes no representation or
         warranty that the Firstleaf Services are appropriate or available for
         use at locations outside of the United States, and access to them from
         territories where the contents or products available through the
         Services are illegal is prohibited. You may not use the Services or
         export any Services or products obtained through the Services in
         violation of U.S. export laws and regulations. If you access the
         Firstleaf Services from a location outside of the United States, you do
         so on your own initiative and are responsible for compliance with any
         and all local laws, rules, regulations and ordinances.
     3.  Force Majeure. Under no circumstances shall Firstleaf be held
         responsible or liable for any delay or failure in our performance under
         these Terms or the Firstleaf Services resulting directly or indirectly
         from acts of nature, forces, or causes beyond our reasonable control,
         including, without limitation, Internet failures, computer equipment
         failures, telecommunication equipment failures, other equipment
         failures, electrical power failures, strikes, labor disputes, riots,
         insurrections, civil disturbances, shortages of labor or materials,
         fires, floods, storms, explosions, acts of God, terrorism, and/or war
         (including but not limited to cyber related events and/or occurrences
         attributed to state and/or quasi-state actors by either public or
         privacy organizations and/or entities and/or governmental bodies or
         organizations), governmental actions, orders of domestic or foreign
         courts or tribunals, non-performance of third parties, or loss of or
         fluctuations in heat, lighting, or air conditioning.
     4.  Notices. All notices required or permitted to be given under these
         Terms must be in writing. Firstleaf may provide you notice by sending
         you an e-mail to the address on file with us, which you agree
         electronically satisfies any legal requirement that such notice be in
         writing. YOU BEAR THE SOLE RESPONSIBILITY OF ENSURING THAT YOUR E-MAIL
         ADDRESS ON FILE WITH FIRSTLEAF IS ACCURATE AND CURRENT, AND NOTICE TO
         YOU SHALL BE DEEMED EFFECTIVE UPON THE SENDING BY FIRSTLEAF OF AN
         E-MAIL TO THAT ADDRESS. You shall give any notice to Firstleaf by means
         of U.S. mail, postage prepaid, to 50 Technology Court, Napa, CA 94558,
         Attn: Compliance Department. Such notice to Firstleaf shall be
         effective upon receipt of notice by Firstleaf.
     5.  Severability. If any provision of these Terms (except for Section 9),
         or a part thereof, shall be unlawful, void or for any reason
         unenforceable, then that provision or part thereof shall be deemed
         severable from these Terms and shall not affect the validity and
         enforceability of any remaining provisions or parts thereof.
     6.  Suspension; Termination. Notwithstanding anything to the contrary in
         these Terms, Firstleaf may, in its sole and absolute discretion,
         suspend, disable, block, or terminate your access and use of any
         Firstleaf Services (including without limitation, deleting your
         account(s) or any part thereof), or block, remove or delete any User
         Generated Content that you submitted, for any lawful reason, including
         if Firstleaf determines in its discretion that you violated these Terms
         (such as and including by way of example, to the extent your conduct or
         User Generated Content violates these Terms or could damage Firstleaf’s
         reputation or goodwill). If Firstleaf suspends, disables, blocks,
         terminates, or deletes your account, you may not re-register for or use
         the Firstleaf Services under any other login or account profile.
         Firstleaf may block your access to the Firstleaf Services to prevent
         re-registration. You agree that Firstleaf will not be liable for any
         interruption or termination of your access and/or use of the Firstleaf
         Services.
     7.  Third Party Beneficiaries. These Terms do not and are not intended to
         confer any rights or remedies upon any person other than you. You
         acknowledge and agree that each member of the group of companies of
         which Penrose Hill is the parent shall be third party beneficiaries to
         the Terms and that such other companies shall be entitled to directly
         enforce, and rely upon, any provision of the Terms which confers a
         benefit on (or rights in favor of) them. Other than this, no other
         person or company shall be third party beneficiaries to the Terms.
     8.  Survival. The provisions of these Terms which by their nature should
         survive the termination of these Terms shall survive such termination.
     9.  No Waivers. No waiver of any provision of these Terms by us shall be
         deemed a further or continuing waiver of such provision or any other
         provision, and our failure to assert any right or provision under these
         Terms shall not constitute a waiver of such right or provision. Any
         waiver must be in writing signed by an officer or executive of Penrose
         Hill in order to be effective.
     10. Assignment. Firstleaf may assign these Terms to any person or entity at
         any time, for any reason, with or without notice to you.
     11. Amendments; Entire Agreement. The Terms, as amended from time to time,
         constitute the entire legal agreement between you and Firstleaf and
         govern your use of the Services (excluding any services which Firstleaf
         may provide to you under a separate written agreement), and completely
         replace and supersede all agreements, communications and course of
         dealings between you and Firstleaf. These Terms may not be amended
         unless in a signed writing by an officer or executive of Penrose Hill.
     12. Contact Information. If you have any questions or comments about these
         Terms or the Services, please contact us at:
         
         50 Technology Court, Napa, CA 94558
         1-800-461-7203
         service@firstleaf.com




NEED HELP?

1-800-461-7203service@firstleaf.com
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