* These rules ( and our Code Of Ethics and Conduct Policy) govern the Advisors presented on the Whispy.com website. Your use of the Live Advice Community as an Advisor will constitute your agreement to comply with these rules.

This Agreement ("Agreement") is a contract between You and SPG Solutions, LLC. and applies to your use of the Click4Advisor™ Services and any related products available through www.click4advisor.com (collectively the "Service"). If you do not agree to be bound by the terms and conditions of this Agreement, please do not use or access our Services.

In this Agreement, "you" or "your" means any person or entity using the Service to provide Advice ("Advisors"). Unless otherwise stated, "SPG Solutions" "SPG" "Click4Advisor" "we" or "our" will refer collectively to SPG Solutions, LLC. and its subsidiaries. In addition, "Advice" means any advice or other products or services provided by You to a paying recipient "User."

1. Eligibility. Our Services are only available to individuals or businesses that can form legally binding contracts under applicable law in USA and Canada. Our Services allow calls only to and from valid USA and Canada phone numbers. SPG Solutions reserves the right to accept or deny any application to become an Advisor for any reason.

2. Service Provider. SPG Solutions is only a service provider. We act as a service provider by creating, hosting, maintaining, and providing our services to enable Advisors to provide Advice to Users via the Internet and Phone lines. We do not provide any Advice or other related products and services ourselves. SPG Solutions does not verify, guarantee or make any representations regarding the identity of any User. Advisors who disclose personal contact information to Users do so at their own risk. SPG Solutions does not recommend or endorse any particular Advisors, nor any products or services offered by any Advisor. Advisors who offer Advice do so at their own risk, and SPG Solutions is exempt from any responsibility in this regard.

3. Verification. You authorize SPG Solutions, directly or through third parties, to make any inquiries we consider necessary to validate your Advisor account and/or listing information. In addition, based on Advisor account use and other, we may require verification of your identity and/or other background information in order for you to continue using the Service. In such event, you will provide additional information that may be requested, consent to disclosure of your personal information to third-party service providers in order to verify your identity and/or other background information, and authorize us to verify your identification.

4. Advisor Regulations. SPG Solutions has the right to immediately terminate your Advisor account and use of the Service without notice if we suspect you of violating any of the following regulations:

You will establish listings only in categories for which you have applicable qualifications. You represent and warrant that you have all the ability, education, experience, licensing, skills, and/or training required to satisfactorily provide appropriate Advice for any category in which you list. You will only provide Professional Service Advice as a physician, nurse practitioner, attorney, accountant or financial planner if you hold a current and valid professional license in the relevant jurisdiction(s). If you do not have a valid professional license in the relevant jurisdiction for any such professional services, you may not provide such Advice through the Service. You will engage in no misrepresentation of yourself, your background, your qualifications and/or your credentials.

Listings or Advice that contain any inappropriate content or language, ("Inappropriate Content"), as defined as adult, sexual, profane, or vulgar in nature is prohibited. SPG Solutions, in its sole discretion, shall determine what is considered Inappropriate Content. Advertisements for or creation or inclusion of links to web sites that involve the sale or solicitation of any product or service unrelated to your Advisor listing is prohibited. Engagement in any purposeful redirection strategies to circumvent any commission or revenue sharing arrangements with SPG Solutions or any other third party is prohibited. Creation of repetitive listings for saturation placement in single categories or sub-categories or across multiple categories is prohibited.

You may not create or list more than seven (7) Advisor listings per category and only (1) listing per sub-category, for a maximum total of seven (7) listings at the Click4Advisor website. You will, during the times you designate yourself as 'Available' to take calls in the Click4Advisor system, be always accessible and available to receive such calls from Users. Any charges disputed by Users due to an Advisor's inaccessibility during such 'Available' times will be the sole responsibility of the Advisor.

Audio recording or storage of any Advice calls with a User is prohibited. SPG Solutions owns and retains all rights in or to certain trademarks, trade names, service marks, logos and/or slogans ("Marks"), whether now existing or hereafter created, including but not limited to SPG Solutions, Click4Advisor and ZiffTalk. Advisors may not use, reproduce or copy for commercial purposes any of these Marks in or for, without limitation, advertising, press releases or other sales and marketing materials, without the express written permission of SPG Solutions.

Further, termination of account in no way precludes the pursuit of any other remedies related to regulation violations.

5. Compliance & Prohibitions. Use the Service for any purpose that is unlawful, fraudulent or contrary to this Agreement and/or related policies is prohibited. All paid communications that you conduct with Users shall be only through the Service, and You will not circumvent or attempt to circumvent the Service using any third-party payment services. You will not use the Service in any manner to harass Users or other Advisors or to interfere with any other party's use of the Service. You will respect the privacy of others and not use the Service for any offensive or unwelcome communications. Any attempt to gain unauthorized access to any User or other Advisor account information, computer systems or networks associated with the Service is strictly prohibited. You will provide true, current and complete payment registration and personal contact information. False identification or impersonation of any other person or use of a name that You are not authorized to use is prohibited. Transmission of any "spam," or unsolicited mass distribution of email or bulletin board postings to the Click4Advisor system is prohibited, and CAN-SPAM legislation applies to the Service environment. Our NO-SPAM Policy is available for further information. Any actions taken which may undermine the feedback system is prohibited. Creation of obscene, offensive, tasteless, defamatory or hateful profile content or Advisor names is prohibited. You will cooperate fully with SPG Solutions to investigate any suspected unlawful, fraudulent or improper activity.

6. Payment. SPG Solutions will remit aggregated Advisors' fee income earned through the System on a weekly basis. Payouts will be made every Friday for the prior week's aggregate income, prior week time period being Monday through Sunday. (For example, Payout on Friday, May 14th will be for transactions that occurred from Monday, May 3rd to Sunday May 9th). If Friday is a holiday, then Payout will be made the following Monday. Payout will be made electronically via Direct Deposit to Your bank account or PayPal account, or by check. Remittances will be made only in US Dollars. A balance of at least $20 must accrue in Advisor's System account before fee income is disbursed. Balances under $20 will be carried forward into the subsequent week's Payout period. Payout for any and all fees for a Service call is solely the responsibility of the User who initiates the call with the Advisor. SPG Solutions is not obligated to pay any Advisor fees for which SPG Solutions has not received full payment by the User or User's credit card issuer or bank, or is under dispute by the User. You hereby authorize SPG Solutions to collect payments from Users on your behalf for any and all Service calls that you conduct. SPG Solutions will credit to your Advisor account the fees collected by SPG Solutions less SPG Solution's connection charges and service fees as detailed below, any tax withholdings required by law, and any refunds, discounts, chargebacks and associated payout fees, including PayPal or bank transaction fees, payable by SPG Solutions. SPG Solutions reserves the right to discontinue remittances from an Advisor account for any of, but not limited to, the following reasons: excessive disputes or chargebacks; reports of unauthorized or unusual bank or PayPal account use associated with the Advisor account; suspected violations of any aspect the Advisor Agreement; name on the Advisor account and bank or PayPal account associated with the Advisor not a match; receipt of potentially fraudulent funds; incorrect bank routing number or incorrect bank account number; any other circumstances with regard to the Advisor account which may be perceived as suspicious or potentially fraudulent.

7. Pricing & Fees. You, at your sole discretion, shall set, in your Advisor account setup interface, your Advisor per-minute fee which will be charged to Users for your Advice. SPG Solutions will collect a minimum per-minute connection fee, currently set for calls to and from Canada or the United States at $0.12 per minute ($0.06 for Click4Advisor to User leg and $0.06 for Click4Advisor to Advisor leg) but subject to change at any time with no notice necessary. Additionally, SPG Solutions retains a 15% service fee on all call transactions calculated after subtracting the connection fees.

7a. International Pricing & Fees. Advisors can request Click4Advisor to enable their account to receive User calls from any country worldwide. Per-minute connection fees vary from country to country for international calls to or from any country outside the US or Canada, and can be found at our country per-minute connection fee rate sheet in our Advisor web interface. Our standard service fee, as stated above in 7., applies to international calls as well.

7b. Agent or Group Pricing & Fees and Disclosure. Advisors who use the Click4Advisor service in conjunction with an Authorized Click4Advisor Agent or within a valid Collective or Group may be charged an additional service fee in accordance with separate Agent or Group Agreements or understandings. By entering the Group ID code or number in the Registration from, you agree to the specific applicable additional service fee for individual Advisors for your particular Group. Connection fees remain the same for Agent or Group Advisors or any individual Advisor. By entering a Group Agent ID into the Advisor Registration form, you understand and agree that your account details, including your contact and transaction information, will be accessible by the Authorized Group Agent.

8. Disputes, Privacy & Monitoring & the 30-Second Buffer Zone. SPG Solutions does not monitor telephone conversations between Users & Advisors. However, SPG Solutions does reserve the right to review Mail and to contact Users and Advisors without revealing its identity, in order to investigate disputes and evaluate compliance with the Terms and Conditions of Advisor and User Service Agreements. Further information can be found in our Privacy Policy. To minimize inappropriate or accidental charges and resultant disputes and to maximize end User satisfaction, Click4Advisor offers a 30-Second Buffer Zone. The 30-Second Buffer Zone is allocated to all Click4Advisor calls from Users to Advisors, allows Users to be connected to an Advisor's phone line for up to 30 seconds without being charged. This helps prevent disputes in the unlikely cases when a User, despite calling during an Advisor's prescribed hours of availability, is not connected directly to an Advisor for any reason and so opts to discontinue the call.

9. Modification & Termination. SPG Solutions reserves the right in its sole discretion to modify the terms and conditions of your use of the Service, without notice. All modified terms and conditions will be effective thirty (30) days after initial publication. If any modification is not acceptable to you, your only recourse is to cease using the Service. By continuing to use the Service following any posting of a new Agreement, you accept and agree to be bound by the new Agreement and/or policies. SPG Solutions may at any time put an Advisor account on hold, terminate the Service, terminate this Agreement, or delete any User or Advisor from the system for reasons including but not limited to excessive disputes, suspected violations of any aspect the Advisor Agreement, harassment, and any activity perceived of as suspicious or potentially fraudulent. SPG Solutions will notify You via email of any such termination or deletion, which shall be effective immediately. Upon deletion or termination or expiration of this Agreement for any reason, remittance of any outstanding balance in Your account will be made accordingly unless violations of this Agreement require otherwise.

10. Confidentiality. Each party understands and agrees that the terms and conditions of this Agreement and all non-tariff documents referenced herein are confidential as between You and SPG Solutions and shall not be disclosed by either party to any party other than the respective professional advisors of SPG Solutions and You or as may be required by applicable law.

11. Liability. SPG Solutions shall not be responsible for any act or omission by You. SPG Solutions shall not be liable for any actual, incidental, consequential or punitive damages resulting, directly or indirectly, from the Click4Advisor Services provided hereunder, including but not limited to transmission outages, interruptions and blockages. You acknowledge liability for any and all charges resultant of intentional or unintentional usage, including but not limited to fraudulent misuse of Click4Advisor Service. If You have a dispute with a User, or suffer or cause any harm arising out of or connected with the Services, You hereby waive all claims against and release SPG Solutions (and its employees, officers, directors, shareholders, subsidiaries, suppliers, partners and agents) from any and all liability for claims, demands, damages (actual and consequential), costs and expenses (including litigation costs and attorneys' fees) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with any transaction or Advice session or with regard to such disputes. If you are a California resident, you waive your rights under California Civil Code § 1542, which states, "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." Residents of other states and nations waive their rights under analogous laws, statutes or regulations.

12. No Warranty. SPG SOLUTIONS MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO CLICK4ADVISOR SERVICES AND OTHER SERVICES, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE.

SPG SOLUTIONS DOES NOT WARRANT THAT PRODUCT OR SERVICE DESCRIPTIONS OR OTHER CONTENT OF THIS SITE IS ACCURATE, CURRENT, OR ERROR FREE. IF A PRODUCT OR SERVICE IS NOT AS DESCRIBED, YOUR SOLE REMEDY IS TO RETURN THE PRODUCT OR TERMINATE THE SERVICES.

13. Notice. Any notices required or given under this Agreement shall be in writing and sent by First Class mail to addressee's last known address. This notice shall be effective on deposit with the U.S. Post Office.

14. Relationship of Parties. This Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between the parties.

15. Waiver. No term or provision of this Agreement shall be deemed waived, and no breach or default shall be deemed excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No consent by any party to, or waiver of, a breach or default by the other, whether express or implied, shall constitute a consent to, waiver of or excuse for, any different or subsequent breach or default.

16. Indemnity. You agree to indemnify, defend and hold harmless SPG Solutions, and its officers, directors, shareholders and agents (the SPG Parties), for any liability incurred or threatened to be incurred by the SPG Parties to any third party as a result of the negligent conduct, willful acts or omissions of You and Your agents, servants, employees or any other parties over whom You exercises control. Such indemnification shall include, without limitation, any liability, including attorneys' fees and court costs, incurred or threatened to be incurred by SPG Solutions as a result of any claim, demand, action, lawsuit or proceeding brought about by Your acts or omissions in connection with the transmission or republication of any material which is found to be defamatory in nature or involves the unauthorized use or infringement of a trademark, trade name, service mark, patent rights or similar data or information transmitted by You over SPG's network.

17. Force Majeure. SPG Solutions shall not be liable for any failure, interruption and/or diminution of Services in the event that such failure, interruption and/or diminution is the result of any fire, flood, epidemic, earthquake or any other act of explosion, strike or other disputes, riot or civil disturbance, war (whether declared or undeclared), armed conflict, any municipal ordinance, or state or federal law, governmental order or regulation, or order of any Court of competent jurisdiction, or other similar forces not within the control of SPG Solutions.

18. Miscellaneous. You will be responsible for all reasonable expenses (including attorneys' fees) incurred by SPG Solutions in collecting unpaid amounts under this Agreement. This Agreement is executed and shall be governed by the laws of State of California, excluding its conflict of laws principles. This Agreement, together with SPG Solutions' policies referred to in this Agreement is the complete agreement and understanding of the parties with respect to the subject matter hereof, and supersedes any other agreement or understanding, written or oral. To the extent that there are any conflicts between the terms or conditions in such related policies and this Agreement, the terms and conditions of this Agreement shall govern. Any modifications to this Agreement must be made in a writing approved by the SPG Solutions and executed by both parties. Should any provision of this Agreement be declared void or unenforceable, such provision will be deemed amended to achieve as nearly as possible the same economic effect as the original terms and the remainder of this Agreement will remain in full force and effect

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