PTOP Peer to Peer Network (PK)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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See Item 1.01(a) and (b) above for the issuance of the C2A note and the Mastiff debenture.

Additionally, on May 14, 2015, the Company converted unpaid wages of $54,900 for Marc Lasky and $39,375 for Michael Lasky into issuances of 45,750,000 and 32,812,500 shares of Company common stock, respectively, at a price per share of $0.0012.

 

Exemption From Registration. The C2A note, Mastiff debenture and shares of our common stock referenced herein were issued in reliance upon the exemption from securities registration afforded by the provisions of Section 4(a)(2) of the Securities Act of 1933, as amended, ("Securities Act"), and/or Regulation D, as promulgated by the U.S. Securities and Exchange Commission under the Securities Act. 

 

ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.

 

(a)  See Item 1.01(c) above for compensation to our prior officers Marc Lasky and Michael Lasky.

(b)  In connection with the Agreement, on June 2, 2015, Mike Lasky and Michael Lasky resigned from all officer and director positions with the Company. In connection with the resignation of Marc Lasky, the consulting agreement between the Company and Pikesville Pictures, Inc. pursuant to which he was retained for officer services, has been terminated as of June 2, 2015.

(c)  Concurrently therewith, Christopher Esposito was appointed as our Chief Executive Officer and director, and Scott Milbury was appointed as our President and director.

 

The biographies for Messrs. Esposito and Milbury are set forth below:

 

Christopher Esposito – CEO/Director

Christopher Esposito, Chief Executive Officer with over 25 years experience in the financial services industry, maintaining positions such as Vice President of Investments for various Investment banking firms which include and are not limited to Lehman Brothers and Bear Stearns. From 1989 Esposito has participated in and or placed dozens of equity and debt investments for both public and private offerings including but not limited to initial public offerings (IPO's), Reverse Mergers (RM's), Reverse Takeovers (RTO's)  and Private Investments in Public Entities (PIPE's).

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Since 2007 Esposito has been the Managing Director of Lionshare Ventures LLC which has been the lead investor and coordinator of various reverse merger transactions of currently listed/trading entities on the US Over the Counter market.

Scott Milbury – President/Director

Scott Milbury is the Company President with over 8 years of industry specific media relations and direct marketing experience. Scott is a successful entrepreneur with past experience as the Principal owner/ founder of BIO-VITA  2003-2006,  and former  President of TVMCO Inc 2006-2010,  both  successful direct marketing company's offering TV, radio, email, and mail marketing campaigns. Scott has demonstrated the ability to analyze key business drivers and develop strategies to grow the bottom line while building a solid record of success in both start-up and rapid growth companies. Scott's knowledge in marketing, service and product development and ability to develop strategic alliances is a critical factor in our development as a market maker in mobile media advertising.

ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS

 

(d) Exhibits.

 

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            Exhibit 10.1

 

                                                     

MASTER RESELLER/VENDOR LICENSE AGREEMENT

Terms and Conditions

This Agreement ("Agreement") is entered into by and between Code2Action, Inc. ("C2A" or "Code2Action, Inc.") a corporation organized and existing under the laws of the State of Delaware, with a Massachusetts office located at 45 Central Street, Second Floor, Peabody, MA 01960,  and The Peer to Peer Network, a company organized and existing under the laws of Nevada and maintaining its principal place of business at 2360 Corporate Circle, Suite 400, Henderson, NV 89074-7722, (referred to herein as  "PTP" or "Vendor"), in consideration of the mutual promises and covenants contained herein.  This agreement shall be effective as of this date, May 29, 2015.

WHEREAS, Code2Action, Inc. is a developer, owner and licensor of certain software for internet web-based mobile business card networking services; and

WHEREAS, Vendor is engaged in the business of marketing and selling internet web-based services; and

WHEREAS, the parties desire that Vendor, on the terms and conditions set out herein, shall serve as anexclusive Vendor of Code2Action, Inc. Proprietary mobile business card "C2A MobiCard" products in the geographical area of USA (the "Territory") and the following vertical market(s) N/A (the "Designated Market");

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties hereto agree as follows:

1. SERVICES & APPOINTMENT. Code2Action, Inc. will provide the services set forth in this agreement.  Code2Action, Inc. will use commercially reasonable efforts to provide a secure transmission of customer data to and from the Code2Action, Inc. database located on Code2Action, Inc. Internet computer network. The services and all related software and intellectual property are hereinafter referred to as the "Services."  Code2Action, Inc. hereby appoints Vendor, and Vendor hereby accepts appointment, as Code2Action Inc.'s exclusive reseller of the Services in the Territory during the term of this Agreement.  The Vendor hereby acknowledges that activation of the Services from C2A database system normally takes up 5 to 7 business days, but may take longer, and C2A makes no promise or warrant as to how long it may take for activation of its database system to occur.

2. FEES & DUTIES.  Any monies due from the commissions to Vendor from Code2Action, Inc. shall be calculated by the Code2Action, Inc., system and paid out to the Vendor on the next upcoming monthly billing cycle.  The Commission earned shall be equal to thirty three and one third percent (33.33%) of all revenue generated by Vendor based on Code2Action, Inc., retail pricing at the then-current list prices, which prices may change from time to time on thirty days written notice to Vendor.

2.2 Audit Rights.  Vendor agrees to allow C2A to examine its records to determine compliance or noncompliance with this Agreement.  Any examination will be conducted only by an authorized representative of C2A, such representative to be a qualified third party and will occur during regular business hours at Vendor's offices and will not interfere unreasonably with Vendor's business activities. A regional or national Certified Public Accounting firm or a law firm will automatically be deemed to be a qualified third party. Examinations will be made no more frequently than twice per contract year, and C2A will give Vendor ten (10) business days or more prior written notice of the date of the examination and the name of Vendor's authorized representative who will be conducting the examination.  The audit will be conducted at C2A's expense unless the results of such audit establish that inaccuracies in the quarterly reports have resulted in underpayment to C2A of more than (5%) of the amount due in any quarter, in which case Vendor shall pay within 30 days all amounts due and bear the expenses of the audit. In the event a second instance of a more than a 5% underpayment is discovered, Vendor, at its option, will have the right to terminate the Agreement for cause with 15 days' notice, in addition to any other rights Vendor may have hereunder or at law.   In the event a 5% underreporting is found, the examiner will give C2A an examination report containing the type of error(s), number of customers affected and the dollar amount. If it is discovered that the Vendor has distributed the product through unauthorized agents or other third parties, the names of such agents, or third parties may be revealed to C2A.

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7. INTELLECTUAL PROPERTY RIGHTS. It is the intent of the parties that Code2Action, Inc. shall own the Services, as well as all patents, copyrights, trademarks, trade secrets and other intellectual property rights associated with or appurtenant to the Services. Neither Vendor, nor any of its subsidiaries, affiliates, agents, or employees shall have any right to use the Services other than for the purposes set forth herein. In all cases, the Services are and shall remain the sole and exclusive property of Code2Action, Inc. Vendor covenants and agrees to take no action nor commit any omission that would be adverse to the sole and exclusive ownership of Code2Action, Inc. of the Services.  Code2Action, Inc. and its suppliers retain the ownership of all right, title and interest in and to the Services and any related products, documentation, trademarks, and all patents, copyrights and other proprietary rights therein, and Vendor shall acquire no rights therein except as expressly set forth in this Agreement.

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d) Code2Action, Inc. shall own all rights, title and interest in all developments of and enhancements to the Services and any related products. If Vendor, its subsidiaries, affiliates, employees or any third parties obtain any rights of ownership in or use of the Services through operation of applicable law or otherwise, Vendor agrees to and hereby transfers, grants, conveys, assigns and relinquishes exclusively to Code2Action, Inc. any and all right, title and interest it has or may acquire in the Services under patent, copyright, trade secret, trademark or other law relating to intellectual property in perpetuity or for the longest period otherwise permitted by law.

e) In connection with Vendor's activities authorized pursuant to this Agreement, Vendor is granted a non-transferable, exclusive right to use the intellectual property described above in accordance with instructions given from time to time by Code2Action, Inc. and Vendor shall not attach any additional trademarks, service marks, or trade names to any products and/or services and shall not use Code2Action Inc.'s trademarks as part of Vendor's trademarks, service marks or trade names or in any other manner that would tend to imply that Vendor has an affiliation with Code2Action, Inc. other than as set forth in this Agreement.

8. CONFIDENTIALITY. a) Vendor acknowledges that the Services are the trade secrets of Code2Action, Inc.

b) Each party agrees to use good faith efforts and at least the same care that it uses to protect its own confidential information of like importance, but in no event less than reasonable care, to prevent unauthorized dissemination or disclosure of the other party's confidential information both during and after the Term of this Agreement (including without limitation, the Services). In addition, each party shall use the other party's confidential information solely as necessary for the performance of this Agreement. Confidential information will include, but is not necessarily limited to (i) non-public financial information concerning either party; (ii) information concerning either party's product line (both current and planned), research, development, Vendors, and pricing and marketing plans, unless and until publicly announced; and (iii) any information designated as confidential in writing at or prior to disclosure.

c) Except as required by law, Code2Action, Inc. will not disclose to any non-affiliated third party any non-public individually identifiable Vendor data received from Vendor without Vendor's prior approval. Code2Action, Inc. shall maintain at all times during the Term appropriate and reasonable safeguards to protect such individually identifiable Vendor data using measures no less rigorous than those used to protect Code2Action, Inc. own Vendors' individually identifiable data.

d) The restrictions in this Section 5 Confidential Information shall not apply to information which: (i) has become publicly known without breach of this Agreement or any other confidentiality obligation by the receiving party; (ii) has been given to the receiving party by a third party with a legal right to so disclose; (iii) was known to the receiving party at the time of disclosure as evidenced by its written records; (iv) was independently developed by the receiving party without reference to the other party's confidential information; or (v) is necessary to establish the rights of either party under this Agreement; or must be disclosed by the receiving party to comply with any requirement of law or order of a court or administrative body (provided that the receiving party will endeavor to notify the disclosing party of the issuance of such order and reasonably cooperate, at disclosing party's expense, in its efforts to convince the court or administrative body to restrict disclosure).

e) At C2A's request, Vendor shall cooperate fully with C2A in any and all legal actions taken by C2A to protect its rights in the Products and in the C2A confidential information.

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9. LIMITED WARRANTY; LIMITATION OF LIABILITY. a) CODE2ACTION, INC. PROVIDES THE SERVICES AND SOFTWARE "AS IS "AND MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS, ORAL, IMPLIED OR STATUTORY AND SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY, INCLUDING, BUT NOT LIMITED TO, THE QUALITY, COMPLETENESS, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. b) CODE2ACTION, INC. SHALL NOT BE LIABLE TO VENDOR OR ANY OTHER PARTY FOR INJURY TO ANY PERSON OR PROPERTY WHATSOEVER RESULTING FROM THE USE OF OR INABILITY TO USE THE SERVICES OR SOFTWARE OR FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE, EXEMPLARY, OR OTHER DAMAGES OR EXPENSES OF ANY KIND OR NATURE WHATSOEVER ARISING OUT OF OR RELATING TO THE SERVICE FOR SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. SPECIFICALLY, CODE2ACTION, INC. SHALL NOT BE RESPONSIBLE FOR ANY LOST PROFITS OR REVENUE, OR COSTS, INCLUDING, BUT NOT LIMITED TO, THOSE INCURRED AS A RESULT OF LOSS OF USE OF THE SERVICES OR SOFTWARE, LOSS OF DATA, BUSINESS INTERRUPTION. COST OF RECOVERING SOFTWARE OR DATA, COST OF SUBSTITUTE SOFTWARE OR DATA. OR OTHER SIMILAR COSTS. IN NO EVENT SHALL CODE2ACTION, INC.'S TOTAL LIABILITY OF ANY KIND, REGARDLESS OF THE FORM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT, EXCEED THE TOTAL AMOUNT PAID TO CODE2ACTION, INC. UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE CLAIM.

10. INDEMNIFICATION. a) Vendor assumes sole responsibility for all use of the Services and agrees to indemnify, defend and hold Code2Action, Inc. and its affiliates, and its and their respective officers, directors, employees, agents and representatives harmless from and against any and all claims, causes of action, suits, proceedings, demands, damages, costs, expenses and liabilities of any kind whatsoever, including (without limitation) legal expenses and reasonable attorneys' fees, from third parties ("Claims"), arising out of or in any way related to (i) Vendor's use of the Services, including without limitation the use or inability to use the same, or any errors or omissions in the same, or (ii) any breach by Vendor of this Agreement. b) If a preliminary or final judgment shall be obtained against Vendor's use of the Services by reason of a Claim that the Services infringe or misappropriate the intellectual property rights of a third party or if the Services are likely to become the subject of such a Claim, Code2Action, Inc. shall at its option and expense either procure for Vendor the right to continue to use the Services as provided in this Agreement, or replace or modify the Services with a version of Services that is non-infringing, but performing substantially similar functions. In the event that neither of the foregoing options is commercially reasonable in the sole judgment of Code2Action, Inc.  Further, Code2Action, Inc. shall cease providing the Services to Vendor and refund to Vendor any license fees hereunder paid by Vendor to Code2Action, Inc. for the remainder of the Term. THE RIGHTS AND OBLIGATIONS IN THIS SECTION 7(b) ARE CODE2ACTION, INC. 'S SOLE AND EXCLUSIVE OBLIGATIONS, AND VENDOR'S SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO ANY INTELLECTUAL PROPERTY INFRINGEMENT OR MISAPPROPRIATION.

 ii) Either party may terminate this Agreement immediately for any breach of this Agreement by the other party that is not cured within thirty (30) days after receipt of written notice of the breach from the non-breaching party; provided however, such cure period shall not apply if Vendor is in breach of Section 3 License; Restrictions of this Agreement, or if either party is in breach of Section 5 Confidentiality, and further provided, however, that the cure period for the breach of an obligation to pay fees when due shall be ten (10) days.  Code2Action, Inc. may terminate this Agreement at any time without cause upon sixty (60) days written notice to Vendor.  iii) This Agreement shall be immediately terminated upon the dissolution or bankruptcy of Vendor, the filing of a bankruptcy petition by or against Vendor or a general arrangement or assignment by Vendor for the benefit of creditors. iv) Following expiration or termination of this Agreement for any reason, all rights and licenses granted herein shall terminate and Vendor shall immediately cease use of and certify to Code2Action, Inc. that it has destroyed all copies of the Services and related software. v) Termination or expiration of this Agreement for any reason shall not release any party from any liabilities or obligations set forth in this Agreement that by their nature would be intended to be applicable following any such termination or expiration. vi) Code2Action, Inc. reserves the right to suspend the Services or terminate this Agreement in the event that a payment due remains unpaid three (3) business days after the ten (10) day failure to cure payment period has expired and Vendor has not made sufficient payment due.

 

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12. INJUNCTIVE RELIEF. Each party acknowledges that the Services are unique property, and that the unauthorized use or disclosure thereof shall cause Code2Action, Inc. irreparable harm that could not be adequately compensated by monetary damages. Accordingly, in addition to any other remedies available to it at law or in equity, Code2Action, Inc. will be entitled to injunctive relief to enforce the terms of this Agreement, including to prevent any actual or threatened unauthorized use or disclosure of confidential information or the Services.

13. GOVERNING LAW; DISPUTE RESOLUTION.

a) This Agreement will be construed in accordance with and governed by the laws of the State of Massachusetts, without regard to principles of conflicts of law. Any disputes arising out of this Agreement shall conform to the dispute resolution process described herein.  Any dispute as to the enforcement of the arbitration/ADR provisions hereunder shall be brought in Essex County Superior Court within the Commonwealth of Massachusetts, or the Federal District Court located in Boston, Massachusetts.  The parties further agree not to disturb such choice of forum, and if not resident in such state, waive the personal service of any and all process upon them, and consent that such service of process may be made by certified or registered mail, return receipt requested, addressed to the parties as set forth herein.

b) Any dispute or claim arising hereunder shall be submitted to binding arbitration in Suffolk or Essex County, Massachusetts, and conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association (AAA), and the parties expressly waive any right they may otherwise have to cause any such action or proceeding to be brought or tried elsewhere. The parties hereunder further agree that: (i) any request for arbitration shall be made in writing and must be made within a reasonable time after the claim, dispute or other matter in question has arisen; provided however, that in no event shall the demand for arbitration be made after the date that institution of legal or equitable proceedings based on such claim, dispute, or other matter would be barred by the applicable statutes of limitations; (ii) the appointed arbitrator must be practicing lawyer or former/retired judge in good standing at law with at least ten (10) years of relevant experience in the substantive area of this Agreement; (iii) the award or decision of the arbitrator, which may include equitable relief, shall be final and judgment may be entered on such award in accordance with applicable law in any court having jurisdiction over the matter. c) In any action, arbitration, or other proceeding by which one party either seeks to enforce its rights under the Agreement, or seeks a declaration of any rights or obligations under the Agreement, the prevailing party will be entitled to reasonable attorney's fees and reasonable costs and expenses incurred to resolve such dispute and to enforce any final judgment. In addition, if Vendor or Vendor's account is referred to an attorney or collection agency for collection, Vendor will pay for all collection fees, costs and expenses incurred by Code2Action, Inc., including attorneys' fees and fees of collection agencies.

14. GENERAL.

a) Press Releases. Code2Action, Inc. may issue press releases and other marketing and promotional material describing the relationship created by this Agreement. Vendor shall have thirty (30) days to review such material prior to its release. Code2Action, Inc. may use specific information previously reviewed for public release by Vendor, without further approval.

b) Notices. All notices and other communications to each party must be in writing and sent to the party at the address specified in this Agreement or to such alternative address as either party may furnish in writing to the other from time to time. Unless otherwise agreed, notice shall be deemed given (i) upon receipt when delivered personally, (ii) upon written verification of receipt from overnight courier, (iii) upon verification of receipt of registered or certified mail, or (iv) upon verification of receipt via facsimile.

c) Force Majure. Neither party shall be liable or deemed to be in default for any delays or failure in performance resulting directly or indirectly from any cause or circumstances beyond its reasonable control, including but not limited to acts of God, extreme and severe weather and/or natural disaster, war or warlike conditions, terrorism, riot, embargoes, acts of civil or military authority, fire, flood, accidents, strikes or labor shortages, sabotage, Internet failure, transportation facilities shortages, fuel or materials or for failures of equipment, telecommunications facilities or third party software programs.

d) Severability. If any term or condition hereof is found by a court or administrative agency to be invalid or unenforceable, the remaining terms and conditions hereof shall remain in full force and effect and shall be enforceable to the maximum extent permitted by law, and this Agreement shall continue in force, unless the invalidity or unenforceability of any such provisions hereof does substantial violence to, or where the invalid or unenforceable provisions comprise an integral part of, or are otherwise inseparable from, the remainder of this Agreement.

 

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e) Waiver. The failure of either party to enforce any provision of this Agreement shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time. A party's remedies set forth herein are not exclusive and are in addition to any and all other remedies available at law or in equity, none of which shall be deemed as waived by virtue of a party's exercise of any other remedy.

f) Entire Agreement. This Agreement and related exhibits and attachments represent the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes any and all prior agreements and understandings. There are no representations, warranties, promises, covenants or undertakings, except as described herein.

g) Service Enhancements. Code2Action, Inc. reserves the right to add or delete programs or services as part of our continued enhancement of the Services. Code2Action, Inc. will give Vendor thirty (30) days' notice of any such changes and any fee increases or decreases related thereto.

h) Amendment. Except where otherwise provided herein, this Agreement may not be amended or otherwise modified, changed, waived, discharged or terminated orally, but only by an instrument or instruments in writing, executed by both parties.

i) Assignment. Vendor may not sell, mortgage, assign or otherwise transfer this Agreement or any of its rights or obligations hereunder to any other person or entity, without the express written consent of C2A.  Vendor shall not assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of C2A.  Any prohibited assignment shall be null and void.  C2A may transfer its rights and obligations hereunder to any company or other legal entity that is controlled by, controls or is under common control with C2A. This Agreement shall inure to the benefit of and shall be binding on the successors and permitted assigns of the parties.

j) Aggregate Reports. Notwithstanding anything to the contrary contained in this Agreement, Code2Action, Inc. may track, analyze, and/or create reports related to aggregate activity in connection with Vendor's use of the Services and share such information with its affiliated companies. Code2Action, Inc. and such companies may utilize such information to create, market, and sell products and services. Vendor has the right to grant Code2Action, Inc. and such companies the foregoing rights.

k) Independent Contractors. The relationship of the parties will be that of independent contractors. Neither of the parties will have, and will not represent that it has, any power to bind the other or to create any obligation on behalf of the other. Nothing stated in this Agreement shall be construed as constituting or as creating the relationships of employer/employee, fiduciary, principal/agent, partnership, joint venture or representative of the other.  This Agreement does not make either party a franchisee, agent or legal representative of the other for any purpose whatsoever.  Neither party is granted any right or authority to assume or to create any obligation or responsibility, express or implied, on behalf of or in the name of the other party.  In fulfilling its obligations pursuant to this Agreement each party shall be acting as an independent contractor.

l) Third Party Beneficiaries. This Agreement is not intended to benefit any third party and the parties do not intend to create any third party beneficiary rights under this Agreement.

m) Precedent. The preprinted terms and conditions of any purchase order or other document issued by Vendor in connection with this Agreement shall not be binding on Code2Action, Inc. and shall not be deemed to modify this Agreement.

n) Ownership of Data:  Databases collected via text, web, or paper are the sole and exclusive property of Vendor.  This data can be downloaded and used by Vendor only, and cannot be sold, transferred, used, or disseminated by any other party without the express written permission from Vendor.

o) Counterparts.  This Agreement shall be executed in two or more counterparts, and each such counterpart shall be deemed an original hereof.  Any translation of this Agreement into any other language shall be for convenience purposes only and shall not be binding on any party.

 

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p) Each party acknowledges participation in the negotiation of this Agreement, and no provision of this Agreement shall be construed against or interpreted to the disadvantage of any party by any court, arbitrator or other authority by reasons of such party having or being deemed to have structured or drafted such provision.

q) Any material breach of this Agreement, the non-breaching party may be entitled to reasonable attorneys' fees and its costs/expenses incurred in the enforcement of this Agreement.

r) The parties shall advise & notify the other of any change of address or contact information within a reasonable time of any such change.

IN WITNESS WHEREOF; the undersigned parties have caused this Agreement to be accepted by their duly authorized representative.

ACCEPTED & AGREED:

NAME/TITLE:      Marc Lasky / Chief Executive Officer

2360 Corporate Circle, Suite 400

Henderson, NV  89074-7722

e signature/ Christopher Esposito/

NAME/TITLE:      Christopher Esposito/Chief Executive Officer

45 Central Street, Second Floor

Peabody, MA 01960

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Terms of Use

This web based mobile business card networking Mobicard® system (the "System") is owned and operated by Code2Action, Inc. (referred to herein as either one of the following: "we", "Code2Action, Inc.", "us" and "our"). Any and all use of the System is subject to the following terms and conditions (this "Agreement"). To become eligible to use our System and related services under this Agreement, , and as further noted in more detail herein, you must review and accept the terms of this Agreement by clicking on the "I Accept" button or other mechanism provided.

CONSENT:

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS SYSTEM.  BY VISITING OR USING THIS SYSTEM, YOU AGREE TO THESE TERMS OF USE. IF YOU DO NOT ACCEPT THESE TERMS OF USE, DO NOT USE THIS SYSTEM. ONCE ACCEPTED THIS AGREEMENT BECOMES A BINDING AND ENFORCEABLE LEGAL COMMITMENT.

You acknowledge that these Terms of Use are supported by reasonable and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Without limiting the generality of the foregoing, you acknowledge that such consideration includes your use of the System and receipt of data, materials and information available at or through the System, the possibility of our use or display of your Submissions (as defined below) and the possibility of the publicity and promotion from our use or display of your Submissions. If you have any questions, please contact us at via mail, email or phone at the numbers and addresses reflected at the end of this Agreement.

ADDITIONAL TERMS:

Note that special terms apply to some services offered on the System, such as subscription-based services, product purchases, and rules for particular contests or sweepstakes or other features or activities. These terms are posted in connection with any such applicable service and are in addition to these Terms of Use.  In the event of any conflict such additional terms shall prevail over these Terms of Use.

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MODIFICATION:

We reserve the right to modify or otherwise update these Terms of Use at any time and you agree to be bound by such modifications, updates and revisions. During the initial registration, and periodically thereafter, each Free Mobicard® user shall be required to click "Accept" for the Terms of Use thus acknowledging and consenting to its contents. Additionally, any future material revisions to this Terms of Use will require an additional "Accept" to the terms of an updated Policy prior to re-entry into the system.

You should visit the Terms of Use page from time to time www.freemobicard.com to review the current terms. We may change the System or delete Content (as defined below) or features of this System at any time, in any way, for any or no reason at our discretion.

COPYRIGHT:

All information, materials, functions and other content (including Submissions as defined below) provided on this System (collectively "Content"), such as text, graphics, logos, images, button icons, audio recordings, video recordings, data compilations, etc., is our property or the property of our licensors, and is protected by United States and international copyright laws, and other intellectual property laws and protections as applicable. The compilation, collection, arrangement, and assembly of all content on this System are our exclusive property and are protected by United States and international copyright laws, and other intellectual property laws and protections as applicable. All software used on this System is the property of Code2Action, Inc. or its software suppliers and protected by United States and international copyright laws, and other intellectual property laws and protections as applicable. Except as stated herein or as otherwise provided in an express authorization from us, no material from the System may be copied, reproduced, republished, uploaded, posted, transmitted or distributed in any way. Any unauthorized use of any material contained in this System is strictly prohibited.

TRADEMARKS:

Unless otherwise noted, the trademarks, service marks, trade dress, trade names, and logos (collectively "Trademarks") used and displayed on this System are our registered and unregistered Trademarks and the Trademarks of our licensors. Nothing on this System should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trademark displayed on the System. Our Trademarks and those of our licensors may not be used in connection with any product or service that is not ours, in any manner that is likely to cause confusion among customers or any third parties, or in any manner that disparages or discredits us. All other trademarks not owned by Code2Action, Inc. that appear on this System are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Code2Action, Inc..

USE OF SYSTEM AND CONTENT:

This System, upon registration (also known as "subscribing") currently provides Subscribers the non-exclusive and revocable right to access various services and functionally, such as the ability to create, view, maintain and share personal and business information through our "FreeMobicard" (which is created and delivered  through our proprietary systems such as www.code2action.com, various reference and communications tools, (newsletters, blogs etc.); and forums, shopping services, and personalized content (collectively referred to as the "Services"). Although the subscription to this system is free, several Services offered by Code2Action, Inc. are provided for an optional fee. You also understand and agree that the Service may include sponsorships or advertisements. Unless explicitly stated otherwise, any new features that augment the current Service, including the release of new services, shall be subject to these Terms of Use.

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You are responsible for obtaining access to the Service and you acknowledge that access may involve third party fees (such as Mobile or Internet service provider, data packages, text packages or airtime charges). You are responsible for those fees, including those fees associated with the display or delivery of advertisements. In addition, you must provide and are responsible for all equipment necessary to access the Service.

We grant you a anexclusive license to access and make personal use of the System and the Content, subject to these Terms of Use. This license does not include any resale or commercial use of this System or its contents; any derivative use of this System or its contents; any downloading or copying of account information for the benefit of another; or any use of data mining, robots, or similar data gathering and extraction tools. Neither this System nor any portion of this System or any Content may be reproduced, duplicated, copied, sold, resold or otherwise exploited for any private, non-profit, or commercial purpose that is not expressly permitted by us in writing, except that where the System is configured to enable the download of particular Content, you may download Content to a computers or Internet enabled, cellular phones or tablet  devices for your personal, noncommercial use only, provided that you: (a) keep intact all copyright and other proprietary notices, (b) make no modifications to the Content, and (c) do not use the Content in a manner that suggests an association with any of our products, services, or brands. We reserve the right to refuse services, and/or cancel orders at our discretion if we believe that any user conduct violates applicable laws or is deemed by us to be adverse to the interests of Code2Action, Inc.

You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Code2Action, Inc. without express written consent. You may not use any meta tags or any other "hidden text" utilizing Code2Action, Inc.'s name or trademarks without the express written consent of Code2Action, Inc.  Any unauthorized use terminates the permission or license granted by Code2Action, Inc.  Only by clicking "Accept" for this Terms of Use and our Privacy Policy are you are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of www.freemobicard or other Internet Sites owned by Code2Action, Inc. so long as the link does not portray Code2Action, Inc. or its products or services in a false, misleading, derogatory, or otherwise offensive matter. You may not use any Code2Action, Inc. logo or other proprietary graphic or trademark as part of the link without express written permission.

In the event that we offer downloads of software or other content (such as native or non-native applications) from this System and you download such software or other content, the software or other content, including any files, images incorporated in or generated by the software or other content, and data accompanying the software (collectively the "Software") are licensed to you by us or third party licensors for your personal, non-commercial use only. We do not transfer title to the Software to you. You may not distribute or otherwise exploit the Software or decompile, reverse engineer, disassemble or otherwise reduce the Software to a human-readable form.

RESTRICTIONS

Except as expressly provided herein), You/Vendor will not transfer, resell, lease, license or otherwise make available the Code 2 Action, Inc. Services to third parties. In any event, You/Vendor will not offer the Code 2 Action, Inc. System and related services on a standalone basis. You/Vendor will not use the Code 2 Action, Inc. System and related services to access or allow access to Emergency System and related services. You/Vendor will ensure that the Code 2 Action, Inc. System and related services provided hereunder are used in accordance with all applicable laws, regulations and third party rights, as well as the terms of this Agreement, including Code 2 Action, Inc.'s Acceptable Use Policy, which is hereby incorporated into this Agreement. Specifically and without limitation, Vendor will ensure that Code 2 Action, Inc. is entitled to use the Vendor as needed to provide the Code 2 Action, Inc. System and related services and will not use the Code 2 Action, Inc. System and related services in any manner that violates any data protection statute, regulation, order or similar law. Except as allowed by applicable law, with respect to any software provided to You/Vendor hereunder, You/Vendor will not reverse engineer, decompile, disassemble or otherwise create, attempt to create or derive, or permit or assist any third party to create or derive the source code of such software.

Code 2 Action, Inc. reserves the right to reclaim any phone number from Vendors account and return that number to the relevant numbering plan if You/Vendor does not send sufficient traffic over that phone number such that the phone number is unutilized or underutilized, as defined by any local, federal, and/or national regulatory agency and/or governmental organization with oversight over the relevant phone number and numbering plan. In the event that Code 2 Action, Inc. seeks to reclaim one or more phone numbers from Customer's account, Code 2 Action, Inc. will provide at least two weeks' written notice to You/Vendor (via email) that Code 2 Action, Inc. is reclaiming one or more phone numbers, unless Code 2 Action, Inc. is otherwise prevented from doing so by the applicable regulatory agency or governmental organization

ONLINE PAYMENTS:

You can purchase products and/or services on our Site. We accept credit cards issued by U.S. banks; credit cards registered/owned outside the U.S. may be subject to a 5 day waiting period prior to completing the registration/subscription process. Other forms of payment may include certain debit cards, ACH transfers, and/or wire service or electronic funds transfer.  If a credit card account is being used for a transaction, we may obtain preapproval for an amount up to the amount of the payment. If you enroll to make recurring payments automatically, all charges and fees will be billed to the credit card you designate during the setup process. If you want to designate a different credit card or if there is a change in your credit card, you must change your information online. This may temporarily delay your ability to make online payments while we verify your new payment information.

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You represent and warrant that if you are making online payments that (i) any credit card information you supply is true, correct and complete, (ii) charges incurred by you will be honored by your credit card company, (iii) you will pay the charges incurred by you in the amounts posted, including any applicable taxes, and (iv) you are the person in whose name the card was issued and you are authorized to make a purchase or other transaction with the relevant credit card and credit card information.

 

TYPOGRAPHICAL ERRORS AND INCORRECT PRICING:

In the event a product or service is listed at an incorrect price due to typographical error or error in pricing information received from our suppliers, we shall have the right to refuse or cancel any orders placed for product / service listed at the incorrect price. We shall have the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit or debit card charged. If your credit or debit card has already been charged for the purchase and your order is canceled, we shall immediately issue a credit to your credit or debit card account in the amount of the incorrect price.

LINKING:

Links to third party systems may be provided on this System. If so, they are provided solely as a convenience to you. If you use such links, you will leave this System. We have not reviewed all such third party sites (if any) and do not control and are not responsible for any of these systems and their content. We do not endorse or make any representations about such systems or any information or materials found there, or any results that may be obtained from using them. If you access any third party systems linked from this System, you do so at your own risk.

Except as set forth above in Use of System and Content, no other hyperlinks, other than that which is created by your registration to freemobicard.com are permitted without our prior written consent. If you would like to link to this System from your system, please submit your request via email to: info@code2action.com unless you receive our express written consent, your request to link to this System shall be deemed denied. Unless otherwise permitted in writing signed by an authorized representative of Code2Action, Inc. a system that links to this System:

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CLAIM OF COPYRIGHT INFRINGEMENT:

We deeply respect the intellectual property rights of others. If you believe that your copyrighted property has been copied in any way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide our copyright agent the information specified below. Please note that this procedure is exclusively for notifying us that your copyrighted material has been infringed. To be effective, the notification must be a written communication that includes the following:

You must deliver this notification to our designated Copyright Agent at the address indicated below.

We may give you notice that we have removed or disabled access to certain material by means of a general notice on the System, electronic mail to a user's e-mail address in our records, or by written communication sent by first-class mail to your physical address in our records. If you receive such a notice, you may provide counter-notification in writing to our copyright agent that includes the information below. To be effective, the counter-notification must be a written communication that contains the following:

Our Copyright Agent for notice of claims of copyright infringement on this System can be reached by Email at the following address:  danielsmith@patentstrademarklaw.com.  You may also contact Code2Action, Inc. by mail at: 45 Central Street, 2^nd Floor, Peabody , MA 01960; as well as:

By Email: info@code2action.com
By Telephone:  (617) 206 3300
By Fax: (978) 522-8466

SUBMISSIONS:

For purposes of these Terms of Use, the word "Submissions" means text, messages, ideas, concepts, suggestions, artwork, photographs, drawings, videos, audiovisual works, your and/or other persons' names, likenesses, voices, usernames, profiles, actions, appearances, performances and/or other biographical information or material, and/or other similar materials that you submit, post, upload, embed, display, communicate or otherwise distribute on or through this System.

By communicating a Submission to us, you represent and warrant that the Submission and your communication thereof conform to the Rules of Conduct set forth below and all other requirements of these Terms of Use, and that you own or have the necessary rights, licenses, consents and permissions, without the need for any permission from or payment to any other person or entity, to exploit, and to authorize us to exploit, such Submission in all manners contemplated by these Terms of Use; that use of the Submission does not violate these Terms of Use; will not cause injury to any person or entity; and that you will indemnify Code2Action, Inc. for all claims resulting from content you supply.

You agree that you shall not post or transmit to or from this System any Submissions that are unlawful, threatening, libelous, defamatory, obscene, scandalous, threatening, inflammatory, invasive of privacy, pornographic or profane material, any other material that could give rise to any civil or criminal liability under the law, and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of "spam."  You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of a card or other content. Code2Action, Inc. reserves the right (but not the obligation) to remove or edit such content, but may not regularly review posted content.

ACCOUNTS:

The use of certain products or services on this System permit or require you to subscribe which means to create an account ("User Account") to participate in or to secure additional benefits. Should you choose to register/subscribe, you agree to provide, maintain and update true, accurate, current and complete information ("Registration Information") about yourself as prompted by our registration/subscription processes. You are responsible for updating and maintaining the accuracy of Registration Information. You shall not impersonate any person or entity or misrepresent your identity or affiliation with any person or entity, including using another person's username, password or other account information, or another person's name, likeness, voice, image or photograph. You also agree to promptly notify us of any unauthorized use of your username, password, other account information, or any other breach of security that you become aware of involving or relating to this System.

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If you use this System, you are responsible for maintaining the secrecy and security of any personal or User Account information, including but not limited to, your User Name and password. You are also responsible for restricting access to your computer, Internet capable cellular Phone and/or tablet PC, and you agree that you are responsible and liable for all activities that occur under your account or password. Only an authorized licensed Subscriber is permitted to use the password-protected content within Code2Action, Inc. If you provide or disclose your User Name, Password, or otherwise knowingly or unknowingly allow unauthorized access into the fee-based services, the original site license holder shall be responsible for and will be billed the applicable fee for each order an unauthorized user places. Code2Action, Inc. is not responsible for any unauthorized use of your User Account. If you believe there has been unauthorized use of your User Account, you must notify Code2Action, Inc. immediately. Code2Action, Inc. reserves the right to refuse service, terminate accounts, remove or edit content, or cancel orders in their sole discretion.

If you provide any Registration Information that is untrue or inaccurate, not current, or incomplete, or if Code2Action, Inc. suspects that your Registration Information is untrue, inaccurate, or incomplete, we may, in our sole discretion, suspend, terminate, or refuse future access to any Services. We may suspend or terminate your account and your ability to use the System or any portion thereof for failure to comply with these Terms of Use or any special items related to a particular service, for infringing copyright, or for any other reason whatsoever.

SUSPENSION

We may suspend your or any End User's right to access or use any portion or all of the System and related services immediately upon notice to you if we determine:

(a) your or an End User's use of or registration for the System (i) poses a security risk to the Service Offerings or any third party, (ii) may adversely impact the System, (iii) may subject us, our affiliates, or any third party to liability, or (iv) may be fraudulent;

(b) you are, or any End User is, in breach of this Agreement, including if you are delinquent on your payment obligations for more than 15 days; or

(c) you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.

Effect of Suspension. If we suspend your right to access or use any portion or all of the System:

(a) you remain responsible for all fees and charges you have incurred through the date of suspension;

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(b) you remain responsible for any applicable fees and charges billed, as well as applicable data storage fees and charges, and fees and charges for in-process tasks completed after the date of suspension;

(c) we will not erase any of Your content as a result of your suspension, except as specified elsewhere in this Agreement.

Our right to suspend your or any End User's right to access or use the System is in addition to our right to terminate this Agreement.

TERMINATION

The term of this Agreement will commence on the Effective Date and will remain in effect until terminated by us for any material breach of this Agreement

 

RULES OF CONDUCT:

The following Rules of Conduct apply to the System. By using the System, you agree that you will not upload, post, or otherwise distribute to the System any Submission that:

We cannot and do not assure that other users are or will be complying with the foregoing Rules of Conduct or any other provisions of these Terms of Use, and, as between you and us, you hereby assume all risk of harm or injury resulting from any such lack of compliance.

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REMOVAL OF SUBMISSIONS:

We reserve the right, but disclaim any obligation or responsibility, to: (a) refuse to post or communicate or remove any Submission from the System that violates these Terms of Use; and (b) identify any user to third parties, and/or disclose to third parties any Submission or personally identifiable information when we believe in good faith that such identification or disclosure will either (i) facilitate compliance with laws, including, for example, compliance with a court order or subpoena, or (ii) help to enforce these Terms of Use and/or protect the safety or security of any person or property, including the System. Moreover, we retain all rights to remove Submissions at any time for any reason or no reason whatsoever.

If this System is viewed internationally, you are responsible for compliance with applicable local laws.

PRIVACY

Code2Action, Inc. respects your privacy and the privacy of other visitors to the System. To learn about our privacy practices and policies, please see our Privacy Policy located at the following web address:  www.code2action.com/privacy.

CHILDREN:

Code2Action, Inc. is committed to the safety of all children. Persons under the age of 18 may not register as a System Subscriber. Code2Action, Inc. does not sell products or services for use or purchase by children. If you are under 18, you may use the systems only with the express permission and involvement of a parent or guardian. Code2Action, Inc. does not solicit or knowingly collect personally identifiable information from children under the age of 13. If Code2Action, Inc. obtains actual knowledge that it has collected personally identifiable information from a child under the age of 13, Code2Action, Inc. will promptly delete such information from its database. Because Code2Action, Inc. does not collect personally identifiable information from children under the age of 13 Code2Action, Inc. has no such information to use or disclose to third parties.

ELECTRONIC COMMUNICATIONS:

When you visit Code2Action, Inc. Internet Sites or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by SMS, e-mail or by posting notices on this System. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

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AMENDMENT

We may amend this Agreement from time to time, in which case the new Agreement will supersede prior versions.

TAXES

All fees and charges payable by you are exclusive of applicable taxes and duties, including VAT and applicable sales tax. You will provide us any information we reasonably request to determine whether we are obligated to collect tax from you, including your VAT or TAX identification number. If you are legally entitled to an exemption from any sales, use, or similar transaction tax, you are responsible for providing us with legally-sufficient tax exemption certificates for each taxing jurisdiction. We will apply the tax exemption certificates to charges under your account occurring after the date we receive the tax exemption certificates

DISCLAIMER OF WARRANTIES

THIS SYSTEM, THE OPERATION OF THIS SYSTEM, SOFTWARE, AND ALL INFORMATION, MATERIALS, PRODUCTS, SERVICES, AND CONTENT INCLUDED IN OR AVAILABLE THROUGH THIS SYSTEM (THE "CONTENT") IS PROVIDED "AS IS" AND "AS AVAILABLE" AND WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, AVAILABILITY, SECURITY, COMPATIBILITY, AND NO INFRINGEMENT. WE DO NOT WARRANT THAT THE CONTENT IS ACCURATE, ERROR-FREE, RELIABLE OR CORRECT, THAT THIS SYSTEM WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED, OR THAT THE SYSTEM OR THE SERVERS THAT MAKE SUCH CONTENT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THIS SYSTEM MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS SYSTEM IS AT YOUR SOLE RISK.

YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF ANY CONTENT. YOU HEREBY IRREVOCABLY WAIVE ANY CLAIM AGAINST US WITH RESPECT TO CONTENT AND ANY CONTENT YOU PROVIDE TO THIRD PARTY SYSTEMS (INCLUDING CREDIT CARD AND OTHER PERSONAL INFORMATION). WE MAY IMPROVE OR CHANGE THE PRODUCTS AND SERVICES DESCRIBED IN THIS SYSTEM AT ANY TIME WITHOUT NOTICE. WE ASSUME NO RESPONSIBILITY FOR AND DISCLAIM ALL LIABILITY FOR ANY ERRORS OR OMISSIONS IN THIS SYSTEM OR IN OTHER DOCUMENTS WHICH ARE REFERRED TO WITHIN OR LINKED TO THIS SYSTEM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

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GOVERNING LAW, JURISDICTION AND VENUE:

The laws of the State of Massachusetts govern these Terms of Use, without giving effect to any principles of conflicts of laws, and as detailed further in the next section, any dispute or claim arising hereunder shall be submitted to binding arbitration in Suffolk or Essex County, Massachusetts, and conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association (AAA), and the parties expressly waive any right they may otherwise have to cause any such action or proceeding to first be brought or tried in any court or other forum.

ARBITRATION/ADR

This Agreement will be construed in accordance with and governed by the laws of the State of Massachusetts, without regard to principles of conflicts of law.  Any disputes arising out of this Agreement shall conform to the dispute resolution process described herein.  Any dispute as to the enforcement of the arbitration/ADR provisions hereunder shall be brought in Essex County Superior Court within the Commonwealth of Massachusetts, or the Federal District Court located in Boston, Massachusetts.  The parties further agree not to disturb such choice of forum, and if not resident in such state, waive the personal service of any and all process upon them, and consent that such service of process may be made by certified or registered mail, return receipt requested, addressed to the parties as set forth herein.

In the first instance, any dispute or claim arising hereunder shall be submitted to binding arbitration in Suffolk or Essex County, Massachusetts, and conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association (AAA), and the parties expressly waive any right they may otherwise have to cause any such action or proceeding to be brought or tried elsewhere. The parties hereunder further agree that: (i) any request for arbitration shall be made in writing and must be made within a reasonable time after the claim, dispute or other matter in question has arisen; provided however, that in no event shall the demand for arbitration be made after the date that institution of legal or equitable proceedings based on such claim, dispute, or other matter would be barred by the applicable statutes of limitations; (ii) the appointed arbitrator must be practicing lawyer or former/retired judge in good standing at law with at least ten (10) years of relevant experience in the substantive area of this Agreement; (iii) the award or decision of the arbitrator, which may include equitable relief, shall be final and judgment may be entered on such award in accordance with applicable law in any court having jurisdiction over the matter.

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In any action, arbitration, or other proceeding by which one party either seeks to enforce its rights under the Agreement, or seeks a declaration of any rights or obligations under the Agreement, the prevailing party will be entitled to reasonable attorney's fees and reasonable costs and expenses incurred to resolve such dispute and to enforce any final judgment. In addition, if Vendor or Vendor's account is referred to an attorney or collection agency for collection, Vendor will pay for all collection fees, costs and expenses incurred by Code2Action, Inc., including attorneys' fees and fees of collection agencies

GENERAL PROVISIONS:

We make no representations that the Content on the System is appropriate or available for use in any particular location. Those who choose to access the System do so at their own initiative and are responsible for compliance with all applicable laws including any applicable local laws.

If any provision of these Terms of Use shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions, and, this Agreement shall continue in force, unless the invalidity or unenforceability of any such provisions hereof does substantial violence to, or where the invalid or unenforceable provisions comprise an integral part of, or are otherwise inseparable from, the remainder of this Agreement.

No waiver of any provision of these Terms of Use 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 of Use shall not constitute a waiver of such right or provision.

Supply of goods, services, and software through the System is subject to United States export control and economic sanctions requirements. By acquiring any such items through the System, you represent and warrant that your acquisition comports with and your use of the item will comport with those requirements. Without limiting the foregoing, you may not acquire goods, services or software through the System if: (a) you are in, under the control of, or a national or resident of Cuba, Iran, North Korea, Sudan or Syria or if you are on the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Commerce Department's Denied Persons List, Unverified List or Entity List, or (b) you intend to supply the acquired goods, services or software to Cuba, Iran, North Korea, Sudan or Syria (or a national or resident of one of these countries) or to a person on the Specially Designated Nationals List, Denied Persons List, Unverified List or Entity List.

MISCELLANEOUS

Force Majure.  We shall not be liable for any delays or failure in performance resulting directly or indirectly from any cause or circumstances beyond its reasonable control, including but not limited to acts of God, extreme and severe weather and/or natural disaster, war or warlike conditions, terrorism, riot, embargoes, acts of civil or military authority, fire, flood, accidents, strikes or labor shortages, sabotage, Internet failure, transportation facilities shortages, fuel or materials or for failures of equipment, telecommunications facilities or third party software programs.

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Entire Agreement. This Agreement and related exhibits and attachments represent the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes any and all prior agreements and understandings. There are no representations, warranties, promises, covenants or undertakings, except as described herein.

No Third Party Beneficiaries. This Agreement does not create any third party beneficiary rights in any individual or entity that is not a party to this Agreement.

CONTACTING US:

You may contact us regarding these Terms of Use or the System by any of the following methods:

By Mail:
Code2Action, Inc.

45 Central St. 2nd fl.,Peabody, MA 01960

By Email: info@code2action.com
By Telephone:  (617) 206 3300
By Fax: (978) 522-8466

EFFECTIVE DATE:

These Terms of Use are effective as of May 29, 2015, and shall remain in effect until modified and/or updated as provided herein.

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●33.33% commission paid on any reseller subcontract third party agent sales based on Mobicard®retail pricing below:

●One card/Single Account Package: @ $7.99 /monthly with no initial set up fee

●Business Directory Package: $999 initial set up fee & $19.99/monthly fee per branch

-All business packages include one custom directory for one branch location, optional pre populated template including company brand and contact information and one administrative access code

Monthly card volume discounts not applicable to directory fee

All volume discounts are based on total cards within that organization and 30 day billing cycle

●12 cards /month @ $90.00 /month additional cards @ 7.49/mo ea

●25 cards /month @ $175.00/month additional cards @ 6.99/mo ea

●50 cards /month @$325/month additional cards @ 6.49/mo ea

●100 cards /month @ $600/month additional cards @ 5.99/mo ea

●200 cards /month @ $1250/month additional cards @ 4.99/mo ea

*National corporate accounts exceeding 200 cards are priced on per account basis*

 

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Exhibit 10.2

 

THE SECURITIES EVIDENCED BY THIS NOTE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT.

CONVERTIBLE PROMISSORY NOTE

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To the Company: Peer to Peer Network

Attention: Marc Lasky

2360 Corporate Circle, Suite 400. Henderson, NV. 89074

Email: marc@newpfn.com

To the Lender: Code2action, Inc.

Attention: Christopher Esposito

45 Central St, Suite 200, Peabody, MA. 01960

Email: chris@code2action.com

 

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Entire Agreement. This Note is the entire agreement between the parties hereto relating to the subject matter hereof and supersedes any prior arrangement or agreement, written or oral.

 

IN WITNESS WHEREOF, the Company has caused this Note to be issued this 29th day of May, 2015.

Peer to Peer Network

Name: Marc Lasky

Title: Chief Executive Officer

Accepted and Agreed by Lender:

Name: Christopher Esposito

Title: Chief Executive Officer

May 29, 2015

$

25,000.00

ARTICLE I

GENERAL PROVISIONS

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This Note is subject to the following additional provisions:

ARTICLE II

CONVERSION RIGHTS AND REDEMPTION RIGHTS

The Holder shall have the right to convert the principal and accrued and unpaid interest due under this Note into Shares of the Borrower's Common Stock as set forth below.

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          If the Borrower at any time shall, by reclassification or otherwise, change the Common Stock into the same or a different number of securities of any class or classes that may be issued or outstanding, this Note, as to the unpaid principal portion thereof and accrued interest thereon, shall thereafter be deemed to evidence the right to purchase an adjusted number of such securities and kind of securities as would have been issuable as the result of such change with respect to the Common Stock immediately prior to such reclassification or other change.

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(a) Notwithstanding anything to the contrary contained herein, the number of Conversion Shares that may be acquired by the Holder upon conversion of this Note (or otherwise in respect hereof) shall be limited to the extent necessary to ensure that, following such conversion (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Holder's for purposes of Section 13(d) of the 1934 Act, does not exceed 4.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such conversion). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. By written notice to the Company, a Subscriber may waive the provisions of this Section 2.3(a) as to itself but any such waiver will not be effective until the 61^st day after delivery thereof and such waiver shall have no effect on any other Subscriber.

 

ARTICLE III

EVENTS OF DEFAULT

An "Event of  Default,"  wherever  used  herein, means any one of the following events  (whatever  the reason and  whether it shall be voluntary  or involuntary or effected by operation of law or pursuant to any judgment,  decree or order of any court, or any order, rule or regulation of any administrative or governmental body):

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ARTICLE IV

MISCELLANEOUS

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IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by an authorized officer as of the ___ day of _______________, 2014

Peer to Peer Network

By:________________________________

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(To be executed by the Holder in order to Convert the Note originally issued May 27, 2015)

TO:

The undersigned hereby irrevocably elects to convert $_________________ of the  principal  amount of the above  Note  into  Shares of Common  Stock of Peer to Peer Network according to the conditions  stated therein,  as of the Conversion Date written below.

Conversion Date:	______________________________________
Applicable Conversion Price:	______________________________________
Signature:	______________________________________
Name:	______________________________________
Amount to be converted:	$_____________________________________
Amount of Note unconverted:	$_____________________________________
Conversion Price per share:	$_____________________________________
Number of  shares to be issued:	______________________________________
Amount of Interest Converted:	$_____________________________________
Conversion Price per share:	$_____________________________________
Number of  Interest shares of to be issued:	______________________________________
Total Number of  shares of to be issued:	______________________________________
Issue to:	______________________________________
Broker DTC Participant Code:	______________________________________
Account Number:	______________________________________

If to be issued in Certificate form, send to:

____________________________________

____________________________________

____________________________________

____________________________________

Peer to Peer Network (PK) (USOTC:PTOP)
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