TERMS OF SERVICE AGREEMENT

This agreement (hereinafter, the "Agreement") between Speron, Inc., Inc. (hereinafter, "SPERON, INC.", "us" or "we") and you sets forth the terms and conditions which govern your use of any of the SPERON, INC. or SPERON, INC. sponsored websites (hereinafter, the "Sites") and/or the services (hereinafter, the "Services") thereon which are provided by SPERON, INC.. PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING OR USING ANY OF THE SITES AND/OR SERVICES. BY ACCESSING OR USING THE SITES AND/OR SERVICES, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH BELOW. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR USE THE SITES OR SERVICES AND SHOULD IMMEDIATELY CEASE SUCH USE. SPERON, INC. MAY MODIFY THIS AGREEMENT AT ANY TIME, AND SUCH MODIFICATIONS SHALL BE EFFECTIVE IMMEDIATELY UPON NOTICE, WHICH MAY BE ACCOMPLISHED BY POSTING THE MODIFIED AGREEMENT ON THE SITE OR VIA EMAIL. YOUR USE OF ANY OF THE SITES AND/OR SERVICES FOLLOWING SUCH NOTICE SHALL BE DEEMED YOUR ACCEPTANCE OF SUCH CHANGES. YOU AGREE TO REVIEW THE AGREEMENT PERIODICALLY TO BE AWARE OF SUCH MODIFICATIONS AND YOUR CONTINUED ACCESS OR USE OF THE SITE AND/OR THE SERVICES SHALL BE DEEMED YOUR CONCLUSIVE ACCEPTANCE OF THE MODIFIED AGREEMENT. IF WE REQUEST, YOU IRREVOCABLY AGREE TO SIGN A NON-ELECTRONIC VERSION OF THIS AGREEMENT.

Limited License; Use of Services.

SPERON, INC. grants to you a limited personal, non-exclusive and non-transferable right and license to access the Sites and use the Services thereon. Unless otherwise specified in writing, the Services are for your personal and non-commercial use. SPERON, INC.'s Services shall contain, without limitation, personalized and non-personalized email services, bulletin and message boards, chat areas, news groups, forums, communities, calendars, and various other message communication applications. Access To This Site

YOU MUST BE EIGHTEEN (18) YEARS OR OLDER TO ACCESS THIS WEB SITE. IF YOU ARE UNDER EIGHTEEN YEARS OF AGE, YOU ARE NOT PERMITTED TO ACCESS THIS WEB SITE FOR ANY REASON. DUE TO THE AGE RESTRICTIONS FOR USE OF THIS WEB SITE, NO INFORMATION OBTAINED BY THIS WEB SITE, FALLS WITHIN THE CHILD ONLINE PRIVACY ACT (COPA) AND IS NOT MONITORED AS DOING SO.

To access this site or some of the resources it has to offer, you may be asked to provide certain registration details or other information. It is a condition of your use of this site that all the information you provide on this site will be correct, current, and complete. If our Company believes the information you provide is not correct, current, or complete, we have the right to refuse you access to this site or any of its resources, and to terminate or suspend your access at any time, without notice.

Prohibited Activities.

In connection with your use of the Sites and/or the Services, you acknowledge and agree that you will not:

Commercial Transactions.

Certain products or Services may be offered for sale on the Sites. In the event you wish to purchase or to subscribe for any of these products or Services, you will be asked by SPERON, INC. or an authorized third party to supply certain information, including without limitation, your full name, address, telephone number and credit card information. You agree to provide SPERON, INC. or such third party with the foregoing information as well as any other mandatory information that is accurate, complete and current, and to comply with the terms and conditions of any agreement that you may enter into governing your purchase of the product or Service. You shall be responsible for all charges incurred through your account as well as for paying any applicable taxes.

Some Services offered by SPERON, INC. are subscription-based services. If you open a subscription-based account with any of SPERON, INC.'s Sites, you hereby agree to pay all charges to your account, including any applicable taxes, in accordance with billing terms in effect at the time the fee or charge becomes payable. SPERON, INC. reserves the right to change the Speron, Inc. amount of, or basis for determining, any fees or charges for Services we provide, and to institute new fees, charges or terms effective upon notice to subscribers. We reserve the right to terminate any account at any time for any reason.

SPERON, INC. agrees that it will notify you when, and if, we decide to terminate your account.

Billing and Cancellation.

When you sign up for the Monthly Programs, your credit card will be charged for the monthly amount pertaining to the chosen program. Your credit card will be charged every following month. Clients are responsible for automatic renewal monthly charges until they notify MyPrivateCoach about your desire to cancel.

You can cancel at any time by sending an e-mail at cancelmembership@myprivatecoach.com. MyPrivateCoach will not accept cancellation via regular email or via phone calls to your coach. Cancellations are not retroactive. Clients are financially responsible for payments until MyPrivateCoach receives email of cancellation. If your credit card is made unavailable to MyPrivateCoach (declined, cancelled, or otherwise), you are responsible for providing MyPrivateCoach with a new credit card within 10 days of your Billing Date.

For the other programs, your subscription will be charged as a one-time transaction.

Due to the nature of coaching programs, they cannot be refunded. Your right to use the Service or a specific product is conditional on our receipt of payment. If payment cannot be charged to your credit card or if a charge is refunded for any reason, including chargeback, we reserve the right to either suspend or terminate your access and account, thereby terminating this Agreement and all obligations hereunder.

Third Party Content.

In general, the content contained on any of the Sites or Services is supplied by third parties and users. Accordingly, SPERON, INC. is a distributor (and not a publisher) of such content and has no more editorial control over such content than does a public library, bookstore, or newsstand. Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, including information providers, are those of the respective authors or distributors, and not SPERON, INC.. Neither SPERON, INC. nor any third-party provider of information guarantees the accuracy, completeness, or usefulness of any content. Furthermore, SPERON, INC. neither endorses nor is responsible for the accuracy and reliability of any opinion, advice, or statement made on any of the Sites or Services by anyone other than an authorized SPERON, INC. representative while acting in his/her official capacity.

Accounts, Passwords and Security.

If any of the Sites or Services requires you to open an account, you must complete the registration process by providing SPERON, INC. with current, complete and accurate information, as prompted by the applicable registration form. You acknowledge that by providing any information to SPERON, INC. which is untrue, inaccurate, not current or incomplete, SPERON, INC. reserves the right to terminate this Agreement and your continued access and use of the Sites and/or the Services. As part of the registration process, you will be asked to select a username and password. You are entirely responsible for maintaining the security and confidentiality of your account and password. FURTHERMORE, YOU ARE ENTIRELY RESPONSIBLE FOR ANY AND ALL ACTIVITIES AND CONDUCT, WHETHER BY YOU OR ANYONE ELSE, THAT ARE CONDUCTED THROUGH YOUR ACCOUNT. You agree to notify SPERON, INC. immediately of any unauthorized use of your account or any other breach of security. SPERON, INC. will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you may be held liable for any losses incurred by SPERON, INC. or another party due to someone else using your account or password.

Disclaimer Regarding Links.

The links on any of the Sites and/or Services will let you leave the particular Site or Service you are accessing in order to access a linked site (the "Linked Sites"). SPERON, INC. provides these links as a convenience, but we neither control nor endorse these Linked Sites, nor has SPERON, INC. reviewed or approved the content, which appears on the Linked Sites. SPERON, INC. is not responsible for the legality, accuracy or inappropriate nature of any content, advertising, products or other materials on or available from any Linked Sites. You acknowledge and agree that SPERON, INC. shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of any of the links, content, goods or services available on or through the Linked Sites.

Dealings with Third Parties.

Your participation, correspondence or business dealings with any third party found on or through our Sites and Services, regarding payment and delivery of specific goods and services, and any other terms, conditions, representations or warranties associated with such dealings, are solely between you and such third party. You agree that SPERON, INC. shall not be responsible or liable for any loss, damage, or other matters of any sort incurred as the result of such dealings.

Proprietary Rights.

You acknowledge and agree that the Sites and Services contain proprietary and confidential information that is protected by applicable intellectual property and other laws, and are the sole property of SPERON, INC. or its licensors. You further acknowledge and agree that any content contained in advertisements or information presented to you through advertisers concerning SPERON, INC. or otherwise is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws.

By sending or transmitting to us creative suggestions, ideas, notes, concepts, information, or other materials (collectively, " Submission Materials") or by posting such Submission Materials on the Sites, you hereby grant to us and our designees a worldwide, non-exclusive, sub licensable (through multiple tiers), assignable, royalty-free, perpetual, irrevocable right to use, reproduce, distribute (through multiple tiers), create derivative works of, publicly perform, publicly display, digitally perform, make, have made, sell, offer for sale and import such Submission Materials in any media now known or hereafter devised, for any purpose whatsoever, commercial or otherwise, without compensation to you, the provider of the Submission Materials. The foregoing license to SPERON, INC. shall be fully paid-up and royalty free. In addition, under no circumstances shall SPERON, INC. have any obligation whatsoever to pay a fee to any subscriber or user in connection with the Submission Materials upon the occurrence of a transfer of all or any portion of SPERON, INC.'s business through a merger, sale or transfer of all or substantially all of the assets of SPERON, INC., nor shall the sale of advertising on any of the Sites give rise to any obligation to pay a fee to Subscribers. None of the Submission Materials disclosed or posted via message boards, chats or other public forums shall be subject to any obligation, whether of confidentiality, attribution, or otherwise, on SPERON, INC.'s part and we shall not be liable for any use or disclosure of any such Submission Materials.

Copyright Policy.

The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under the U.S. copyright law. If you believe in good faith that materials hosted by SPERON, INC. infringe your copyright, you, or your agent may send to SPERON, INC. a notice requesting that the material be removed or access to it be blocked. Any notification by a copyright owner or a person authorized to act on its behalf that fails to comply with requirements of the DMCA shall not be considered sufficient notice and shall not be deemed to confer upon SPERON, INC. actual knowledge of facts or circumstances from which infringing material or acts are evident. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send to SPERON, INC. a counter-notice. All notices and counter notices must meet the then current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright for details.

We suggest that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA.

Privacy.

SPERON, INC.'s policy with respect to the collection and use of your personally identifiable information is set forth at http://www.Speron.com/about/privacy.

Disclaimer of Warranties.

THE SITES AND THE SERVICES, AND ANY CONTENT, TOOLS, PRODUCTS OR SERVICES DISPLAYED, ACCESSED OR OBTAINED ON OR THROUGH THE SITES AND SERVICES ARE PROVIDED "AS IS", "AS AVAILABLE", AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SPERON, INC. AND ITS AFFILIATES, SUPPLIERS, AND AGENTS DO NOT WARRANT AND EXPRESSLY DISCLAIM THAT: (i) YOUR USE OF THE SITES AND/OR SERVICES AND ACCESS TO AND USE OF ALL OF THE TOOLS AND FEATURES THEREON WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, (ii) THAT ANY INFORMATION OBTAINED THEREIN IS ACCURATE, RELIABLE OR COMPLETE, (iii) THAT DEFECTS WILL BE CORRECTED, or (iv) THAT ANY SOFTWARE, SERVICES, SITES OR SERVER(S) ON WHICH THE SERVICES AND SITES ARE HOSTED ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOUR USE OF THE SITES AND THE SERVICES AND ANY INFORMATION OR MATERIALS PROVIDED ON OR THROUGH THE SITES AND SERVICES ARE ENTIRELY AT YOUR OWN RISK.

Limitation of Liability.

NEITHER SPERON, INC. NOR ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS OR SPONSORS ARE RESPONSIBLE OR LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS OR INJURY OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO (i) THE USE OF OR INABILITY TO USE THE SITES OR THE SERVICES; (ii) ANY CONTENT CONTAINED ON THE SITES AND/OR THE SERVICES; (iii) STATEMENTS OR CONDUCT POSTED OR MADE PUBLICLY AVAILABLE ON THE SITES AND/OR THE SERVICES; (iv) ANY PRODUCT OR SERVICE PURCHASED OR OBTAINED THROUGH THE SITES; (v) ANY ACTION TAKEN IN RESPONSE TO OR AS A RESULT OF ANY INFORMATION AVAILABLE ON THE SITES OR THE SERVICES; (vi) ANY DSPERON, INC.AGE CAUSED BY LOSS OF ACCESS TO, DELETION OF, FAILURE TO STORE, FAILURE TO BACK UP, OR ALTERATION OF ANY CONTENT ON THE SITES OR THE SERVICES, or (vii) ANY OTHER MATTER RELATING TO THE SITES AND/OR THE SERVICES. IN NO EVENT SHALL SPERON, INC.'S TOTAL LIABILITY TO YOU FOR ANY AND ALL DSPERON, INC.AGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT [INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE], STATUTORY, OR OTHERWISE) EXCEED THE SPERON, INC.OUNT PAID BY YOU, IF ANY, FOR USING ANY OF THE SERVICES OR THE SITES.

Professional Advice Disclaimer.

SPERON, INC.'S SITES DO NOT PROVIDE MEDICAL OR FINANCIAL COUNSELLING ADVICE. NOTHING STATED OR POSTED ON ANY SITES OR AVAILABLE THROUGH ANY SERVICES ARE INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICAL OR FINANCIAL COUNSELING CARE. FOR PURPOSES OF THIS AGREEMENT, THE PRACTICE OF MEDICINE AND FINANCIAL COUNSELING INCLUDES, WITHOUT LIMITATION, PSYCHIATRY, PSYCHOLOGY, PSYCHOTHERAPY, OR PROVIDING HEALTH CARE TREATMENT, INSTRUCTIONS, DIAGNOSIS, PROGNOSIS OR ADVICE, FINANCIAL ADVISORS, FINANCIAL PLANNERS, TAX ADVISORS, CORPORATE ATTORNEYS, BUSINESS ATTORNEYS, BOARD CERTIFIED BUSINESS PLANNERS. OUR SITES ARE CONTINUALLY UNDER DEVELOPMENT AND SPERON, INC. MAKES NO WARRANTY OF ANY KIND, IMPLIED OR EXPRESS, AS TO ITS ACCURACY, COMPLETENESS OR APPROPRIATENESS FOR ANY PURPOSE. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SPECIFIC INFORMATION, OPINION, ADVICE OR CONTENT. Exercise, health and financial needs are matters that vary from person to person. Viewers of these programs should speak with their own doctors about their individual needs before starting any exercise program and with their financial planners, advisors, tax attorneys, business advisors before starting a business or executive program. This Web site is not intended as a substitute for the medical advice and supervision of your personal physician or of your financial advisor. Any application of the recommendations set forth in the following pages is at the viewer's discretion and sole risk. You should always see your physician before beginning any exercise program. This is especially important if your family has a history of heart disease, high blood pressure, high cholesterol, diabetes, arthritis, obesity, cigarette smoking, or other health conditions. If you have any doubts whatsoever, consult your physician.

Speron Inc. does not warrant that the information on the MyPrivateCoach Web site or in email messages will not contain material that you or other individuals may find objectionable. However, we will investigate complaints, and we appreciate your input. Please submit any such feedback using our Contact Page.

Indemnification.

You agree to indemnify, defend, and hold SPERON, INC. and its subsidiaries, affiliates, officers, directors, agents, co-branders or other partners, employees, and representatives harmless from and against any and all claims, damages, losses, costs or expenses (including reasonable attorneys' fees and disbursements) which arise directly or indirectly out of or from (i) your breach of this Agreement, (ii) any allegation that any materials that you submit to SPERON, INC. or post on any forums (e.g., message boards, chat rooms) infringe or otherwise violate the copyright, trade secret, trademark or other intellectual property rights of a third party, and (iii) your access or use of the Sites and/or the Services. This Section 17 shall survive in the event this Agreement is terminated for any reason.

Jurisdictional Issues.

SPERON, INC. makes no representation or warranty that the content and materials on the Sites and/or the Services are appropriate or available for use in locations outside the United States. Those who choose to access the Sites or use the Services from other locations do so on their own initiative and at their own risk, and are responsible for compliance with local laws, if and to the extent applicable. SPERON, INC. reserves the right, at any time in our sole discretion, to limit the availability and accessibility of the Sites and/or the Services to any person, geographic area, or jurisdiction we so desire, and to limit the quantities of any such Service or products that we provide.

These Terms of Service are written in English, which is to be the official language of the contract text and interpretation.

Termination.

This Agreement shall remain effective until terminated in accordance with its own terms and conditions. You agree that SPERON, INC., in its sole discretion, may terminate your password, account (in whole or in part), or use of the Sites or Services, and remove and discard any content within the Sites, at any time and for any reason. You agree that any actions taken under this Section 19 may be effective without prior notice to you. In the event of termination, however, those Sections in this Agreement, which provide for continuing obligations on your part, shall survive indefinitely.

General Information.

This Agreement constitutes the entire agreement and understanding between you and SPERON, INC. and governs your use of the Sites and the Services, superseding any prior agreements between you and SPERON, INC.. This Agreement and the relationship between you and SPERON, INC. shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law provisions. You and SPERON, INC. irrevocably agree to submit to the personal and exclusive jurisdiction of the federal and state courts located within the State of Delaware, and waive any jurisdictional, venue, or inconvenient forum objections to such courts. The failure of SPERON, INC. to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be unlawful, void or for any reason unenforceable, then that provision shall be deemed severed herefrom and shall not affect the validity and enforceability of any remaining provisions. The section titles in this Agreement are for convenience purposes only and have no legal or contractual effect. This Agreement is not assignable, transferable or sub-licensable by you except with our prior written consent. However, we may assign this Agreement to any third party whom we choose without your consent. No waiver by SPERON, INC. of any breach or default hereunder shall be deemed a waiver of any preceding or subsequent breach or default.

Legal Notice.

Under California Civil Code Section 1789.3, California residents are entitled to the following specific consumer rights information: Complaints. The Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs may be contacted in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at (916) 445-1254 or (800) 952-5210.