Client Terms of Service Agreement

1.0 Introductory Statement:
Echoreef has developed and licenses a system called ProsperityLinks which allows Network Marketers to promote a legal and ethical network marketing opportunity and/or Client program and/or opportunities or programs of their choice on the Web. The ProsperityLinks system is used on a non-exclusive basis to promote the products and Services associated MXI Corp and Xocai Healthy Chocolate.

1.1 ProsperityLinks operates and manages the ProsperityLinks system to assist MXI Corp. distributors in the building of their business through an online presence.

1.2 For the purposes of the Client Terms of Service Agreement, you should note that the words "I" or "We" or "Me" or Us" or "Service" or "ProsperityLinks" occur and are used herein, they are meant to describe ProsperityLinks and/or the ProsperityLinks Prospecting System. Where the word "You" is used herein, it is meant to describe any individual who subscribes to and uses the Service.

2.0 Subscription and Participation:
You wish to subscribe to and participate in ProsperityLinks and use the ProsperityLinks application (the "Service"). You understand that participation in the Service will involve establishing contractual arrangements with third parties.

2.1 In order to utilise the Service" you must agree to abide by all of the terms and conditions contained in this "Client Terms of Service Agreement". All subscribers must read this agreement carefully and agree to all of the terms and conditions herein before registering and using the ProsperityLinks Service.

2.2 This Agreement (the "Agreement") is made by and between ProsperityLinks, and you, as a Subscriber in the ProsperityLinks service.

3.0 Independent Contractors:
You and ProsperityLinks are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on my or our behalf. You will not make any statement, whether on your ProsperityLinks replicated Website or otherwise, that reasonably would contradict anything in this Agreement.

4.0 Non-Exclusive License:
ProsperityLinks grants to You a personal, non-sub-licensable, non-exclusive license to participate in the Service. As part of the Service, You will have access to information, communications, software, photos, text, video, graphics, music, sounds, images and other material and services posted onto the Service by ProsperityLinks.

4.1 ProsperityLinks grants to You a personal, non-sub-licensable, non-exclusive license to use that Content from the Service for individual personal use ONLY.

4.2 All Content and information provided, including but not limited to, modification, publication, transmission, participation in the transfer or sale of, reproduction, creation of derivative works from, distribution, performance, display, incorporation into another web site, mirroring the Service, or in any other way exploiting any of the Content, in whole or in part, is prohibited without first obtaining ProsperityLinks's or written consent. Information provided in this site will have undergone full approval from MXI Corp and is compliant with current and required legislation.

5.0 The Service:
All services and solutions that are provided by ProsperityLinks may only be used for lawful purposes only. Transmission or storage of any information, data or material in violation of any UR or European legislation is strictly prohibited. This includes, but is not limited to: copyrighted material, material legally judged to be threatening or obscene, or material protected by trade secret and other statue.

5.1 ProsperityLinks reserves the right, at its discretion, to change, modify, add or remove portions of this Agreement at any time. Notification of the changes in the Service or this Agreement will be posted on the our website or communicated to our members through email correspondence.

5.2 ProsperityLinks may change, suspend or discontinue any aspect of the Service at any time, including the availability of any Service feature, database or content. ProsperityLinks may also restrict use or set limits on certain features of the service without notice or liability.

5.3 ProsperityLinks is not responsible for guaranteeing the delivery of emails sent through the system and will not be responsible for any delays, blocks, or filters associated with email delivery. If any member violates any email legislation or is deemed to cause nuisance or harm to any individual whilst using the ProsperityLinks service, we reserve the right to terminate your account without prior notification. If these operating guidelines or any future changes are not acceptable to you or cause you to no longer to be in compliance with this agreement, you may cancel Your Service by raising a support ticket through your back office.

5.4 Your continued use of the Service now, or following the posting of notice of any changes in these operating rules, will constitute a binding acceptance by you of such rules, changes or modifications.

5.5 Your right to use the Service is subject to any limits established by ProsperityLinks in its sole discretion.

6.0 Registration, Password and Security:
To become a Subscriber so you can use the service, you will need to first register and provide us with current, complete and accurate information as prompted by the Signup Form. Subscribers will also choose a password and a site ID name. shall not knowingly provide inaccurate information with the intent to create a false identity.

6.1 You also agree not to provide false or misleading information in the administrative panel of the software or your web site.

6.2 You are entirely responsible for maintaining the confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree not to provide false or misleading information on the sign up form. This includes, but is not limited to providing false name or e-mail address.

6.3 You agree to notify ProsperityLinks immediately of any unauthorized use of your account or any other breach of security. You also agree that ProsperityLinks is the neutral host of the Service and has no responsibility or liability in relation to the business opportunities that You represent as part of Your use of the Service.

6.4 You agree to indemnify, defend, and hold ProsperityLinks and its affiliates, officers, directors, employees and agents (collectively, "ProsperityLinks") from and against any and all liability, claims, losses, damages, injuries or expenses (including solititors' fees) directly or indirectly arising from or relating to Your use of the Service and any dispute relating thereto.

6.5 You agree that ProsperityLinks may rely on any data, notice, instruction or request furnished to ProsperityLinks by You, which is reasonably believed to be genuine and to have been sent or presented by a person reasonably believed by ProsperityLinks to be authorised to act on Your behalf.

6.6 You shall notify ProsperityLinks at of any known or suspected unauthorised uses of Your account, or any known or suspected breach of security, including loss, theft or unauthorized disclosure of Your password. You shall be responsible for maintaining the confidentiality of Your password and you are responsible for all usage and activity on Your account, including use of the account by a third party authorized by You to use Your account.

6.7 Any fraudulent, abusive or otherwise illegal activity may be grounds for termination by ProsperityLinks and referral to appropriate law enforcement organisations.

6.8 You acknowledge and agree that You will promptly notify ProsperityLinks if you are aware of any person who, in your good faith opinion, is or is intending to take unfair advantage of the Service provided by ProsperityLinks. Failure to inform us of this may result in you being associated with such actions.

6.9 ProsperityLinks reserves the right to send e-mail notifications to You for the purposes of informing you of applicable Offers, changes or additions to the Service or any related products and services. If you unsubscribe to this service, it may render you in breach of this agreement.

7.0 Privacy Policy:
It is our policy to fully respect the privacy of its subscribers. ProsperityLinks will not monitor, edit, or disclose any personal information about you or your account, including its contents, without your prior permission unless ProsperityLinks has a good faith or belief that such action is necessary to:

7.1 conform to legal requirements or comply with legal process;

7.2 protect and defend the rights or property of ProsperityLinks;

7.3 enforce this Service Agreement or protect our business or reputation, including without limitation upon termination, cancellation or suspension of this Agreement by ProsperityLinks;

7.4 respond to request for identification in connection with claim of copyright or trademark infringement by you or a claim by a third party that you are using the Service in connection with an infringing, illegal or improper activity; or

7.5 act to protect the interests of its Affiliates, subscribers, agents, directors or others.

7.6 The ProsperityLinks Service transmits your name and/or email address with each message that you send and also is displayed on your personalised pages that are available in the public domain. For more information, see our PRIVACY POLICY. You agree that ProsperityLinks, and its affiliated contractors, may access your account, including its contents, as stated above or to respond to service or technical issues.

8.0 Conduct:
ProsperityLinks retains the right, at its sole discretion, to determine whether or not a Subscriber's conduct is consistent with the letter and spirit of the Terms of Service Agreement or Conditions or Policies and Procedures may terminate Service if a Subscriber's conduct is found to be inconsistent with said Terms of Service Agreement and/or Conditions and/or Policies and Procedures.

8.1 Any unauthorised use of the Service, or the resale of the Services, is expressly prohibited. You agree to abide by all applicable legislation and are solely responsible for all acts or omissions that occur under your account or password, including the content of your transmissions through the Service. By way of example, and not as a limitation, you agree not to:

8.2 Use the Service in connection with chain letters, junk email, pyramid schemes, money games, spamming or any duplicative or unsolicited messages (commercial or otherwise);

8.3 Harvest or otherwise collect information about others, including email addresses, without their consent;

8.4 Create a false identity or forged email, or otherwise attempt to mislead others as to the identity of the sender or the origin of the message;

8.5 Transmit through the Service unlawful, harassing, libellous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature;

8.6 Transmit any material that may infringe the intellectual property rights or other rights of third parties, including trademark, copyright or right of publicity;

8.7 Libel, defame or slander any person, or infringe upon any person's privacy rights;

8.8 Transmit any material that contains viruses, Trojan horses, worms, time bombs, cancel bots, or any other harmful or deleterious programs;

8.9 Violate any UK or European law regarding the transmission of technical data or software.

8.10 Interfere with or disrupt networks connected to the Service or violate the regulations, policies or procedures of such networks;

8.11 Attempt to gain unauthorised access to the Service, other accounts, computer systems or networks connected to the Service, through password mining or any other means;

8.12 Interfere with another members use and enjoyment of the Service or another entity's use and enjoyment of similar services; or engage in any other activity that ProsperityLinks believes could subject it to criminal liability or prosecution.

9.0 Spam:
You are fully bound without exception to the spam policy listed here.

10.0 Email:
You agree to receive e-mail messages from ProsperityLinks. These include, but are not limited to our Newsletter, service updates, new product information, etc.

11.0 Forbidden Content:
The Software will not host, post or promote ANY website which advocates, encourages, endorses, or makes possible any form of, pornography, gambling, pyramid schemes or any type of business opportunity that is unethical, illegal or otherwise objectionable program whatsoever. Affiliates are prohibited from transmitting on or through any of ProsperityLinks's services, any material that is, in ProsperityLinks's sole discretion, unlawful, obscene, threatening, abusive, libellous, or hateful, or that encourages conduct which would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national or international law. Affiliates are prohibited from making any income claims of any sort. This action WILL RESULT in immediate termination of your account without recourse or refund. Any service interruptions as a result of subscribers spamming will be billed to the subscriber at £500.00 per hour, with a £2,500.00 minimum charge for clean up.

11.1 Subscribers will also be in violation of the Service Agreement and may be subject to legal action.

11.2 We reserve the sole right to ban ANY business opportunity from being promoted through the software.

11.3 Should we discover that your site promotes programs of this type in any form this will constitute grounds for immediate suspension or termination of your site, and the loss of your entire lead database, recourse or refund

12.0 Payments:
ProsperityLinks also reserves the right at any time to charge fees for access to the Service or the Service as a whole. In the event that ProsperityLinks so elects, it shall post a notice at an appropriate location on the website.

12.1 If you order the ProsperityLinks service, or purchase any other type of account or additional fee-based service from us, You hereby consent and authorise us to utilise our merchant account provider to charge your account provided during the purchase/enrolment process. You authorise ProsperityLinks to charge your account a monthly subscription fee.

12.2 It is your responsibility to keep your payment information accurate and current with ProsperityLinks. If a monthly payment cannot be processed, You will be given a minimum of 7 business days notice to rectify the situation and if required make the payment. Failure to rectify the situation within 7 business days may lead to a cancellation of the account as described below.

12.3 ProsperityLinks will only issue a refund on annual fees if a written request is received within 14 days of the initial purchase and account set up. After the 14 days has elapsed no refunds will be made. On monthly payments, refunds are only issued if a written request is received within 14 days of the initial purchase and account set up. To cancel your monthly recurring payment, you must notify us at least 7 days prior to your recurring billing date to avoid an additional month's payment. If we do not receive notification at least 7 days prior, payment may be taken for an additional month and your monthly payment will only cease from the following month.

13.0 Uploading and using Information:
You represent to ProsperityLinks that any and all emails you upload into the system are Opt-in and have specifically requested information regarding your opportunity. You also represent than any content you upload to the Service is solely owned by You or provided by You with the express authority of the owners, does not infringe upon any other individual's or organisation's rights (including, without limitation, copyright, trademark or intellectual property rights).

13.1 By submitting Content, Data or Leads to any "Public Area" (e.g. public chat rooms, bulletin boards, auto responder, etc.) You automatically grant to ProsperityLinks a royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, sell, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such Content, Data, or Leads (in whole or part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed for the full term of any rights that may exist in such Content.

13.2 By submitting, purchasing, or importing Leads into the ProsperityLinks service, you acknowledge and agree that you will only have a 30 day exclusive right to use that lead. After 30 days, if someone else submits or imports an identical lead, the ProsperityLinks will allow that individual to do so. You also agree that if you cease to be a Member of the ProsperityLinks, You lose all rights and exclusivity to any lead that was imported into the ProsperityLinks by you. ProsperityLinks may sell, delete, modify, edit or remove said leads from the ProsperityLinks.

13.3 Although ProsperityLinks provides some encryption to protect certain personal information which is transmitted, You understand that Your uploads and transmissions may be intercepted and used, and that all the risk associated therewith is solely Yours. You shall not upload to, or distribute or otherwise publish through the Service any Content, which is libellous, defamatory, obscene, pornographic, abusive, or otherwise violates any law. As ProsperityLinks does not and cannot review every message posted or emailed by You, You shall remain solely responsible for the content of Your messages.

13.4 ProsperityLinks reserves the right to disclose information about sales and usage generated by the Service in forms that do not reveal Your personal identity.

14.0 Improvements and Recommendations:
ProsperityLinks welcomes specific comments regarding the Service. If You send us creative suggestions, ideas, notes, drawings, concepts or other information (collectively "Information"), the Information shall be deemed, and shall remain, the property of ProsperityLinks. None of the Information shall be subject to any obligation of confidentiality on the part of ProsperityLinks and ProsperityLinks shall not be liable or owe any compensation for any use or disclosure of the Information.

15.0 Proprietary Information:
You acknowledge that, in the course of using the Service you will obtain information relating to the Service and/or to ProsperityLinks's ("Proprietary Information"). Such Proprietary Information shall belong solely to ProsperityLinks and includes, but is not limited to, the features and mode of operation of the Service.

15.1 In regard to this Proprietary Information You agree not to use (except as expressly authorised by this Agreement) or disclose Proprietary Information without the prior written consent of ProsperityLinks, or unless such Proprietary Information becomes part of the public domain without breach of this Agreement by You.

16.0 Use of Proprietary Software:
Subject to the terms and conditions of this Service Agreement, ProsperityLinks grants you an individual, personal, non-sub licensable, non-exclusive and non-transferable license (the "License") to use its proprietary software, in object code form only, and only in accordance with the applicable end user documentation, if any, and only in conjunction with this Service Agreement. You will not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the software; modify, translate, or create derivative works based on the software; or copy (except for archival purposes), rent, lease, distribute, assign, or otherwise transfer rights to the software; use the software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels on the software. As between the parties, you acknowledge that ProsperityLinks and its licensors retain ownership of all software, any portions or copies thereof, and all rights therein. Upon termination of this Service Agreement for any reason, this License will terminate and you will cease to use the software. The software is provided "AS IS" and subject to the warranty disclaimers and limitations found in this service agreement.

17.0 Cancellation:
You may cancel service at any time by raising a support ticket through your back office. Upon termination, Your access to the Service will be suspended. You are responsible for all actions and charges incurred up to the time that the account is deactivated. Affiliate site name and password must be included in the cancellation request. Cancellation will take effect only when ProsperityLinks confirms the receipt of the cancellation request. Any outstanding payments due at the point of cancellation must be brought up to date prior to cancellation.

17.1 It is your responsibility to cancel your account and provide direct notification via the website or other agreed methods to ProsperityLinks. Once your cancellation request has been received by us, your account (and all future charges) will be cancelled within TWO business days. No refunds or partial refunds will be provided under any circumstances other than the as described elsewhere in this agreement.

17.2 You agree that ProsperityLinks has the right to delete all data, files, leads or other information that is stored in your ProsperityLinks account if either ProsperityLinks or the subscriber terminates the subscriber's account with the company, for any reason. In addition, ProsperityLinks and its associated companies retain the right to use the data, files, leads, and other information stored in the account.

18.0 Termination:
ProsperityLinks may, at its sole discretion, terminate or suspend Your access to all or part of the Service for any reason, including without limitation, breach of this Agreement, or assignment of this Agreement by You.

18.1 Upon termination, You shall no longer be entitled to use the Service and the licenses granted hereunder shall terminate. You shall immediately return or destroy all Proprietary Information, but the terms of this Agreement will otherwise remain in effect.

18.2 The ProsperityLinks web site and Service is distributed on an "as is" basis without warranties of any kind, either expressed or implied. We will not be responsible for ANY losses, damages or costs that you and/or your business may suffer when using the ProsperityLinks web sites and related web sites and/or services. You expressly agree to indemnify and hold harmless ProsperityLinks from ANY claims resulting from your use of the ProsperityLinks web sites and related web sites and/or services. You expressly agree that use of the ProsperityLinks web sites and related web sites and/or services is at your sole risk and you understand such risks are an inherent part of business.

18.3 You expressly agree that neither ProsperityLinks nor its service providers, affiliates, licensors, employees and/or contractors shall have ANY liability for ANY damages suffered by you, your business or ANY other 3rd party as a result of the use or misuse of the websites and related web sites and/or services.

19.0 Responsibility of Content:
ProsperityLinks exercises no control whatsoever over the content, information and data passing through its Service.

19.1 ProsperityLinks makes no representations whatsoever about any other website which you may access through the Service. When you access a non-ProsperityLinks web site, please understand that it is independent from us, and that we have no control over the content on that website.

19.2 In addition, a link to a non-ProsperityLinks website does not mean that we endorse or accept any responsibility for the content or the use of such website.

20.0 Non-assignability:
Neither the rights nor the obligations arising under this Agreement are assignable or transferable by You, and any such attempted assignment or transfer shall be void and without effect. System accounts cannot be transferred or used by anyone other than the subscriber. Accounts, which have been transferred to other parties, or show other activity in violation of this paragraph, are subject to immediate cancellation.

20.1 You are not allowed to let others access and use the Service, nor make your password visible to others. You may not attempt to find out the password of another user of the Service.

21.0 Modification:
We may modify any of the terms and conditions contained in this Agreement, at ANY time and at our sole discretion, by posting a change notice or a new agreement on our site. If any modification is unacceptable to you, or If you are dissatisfied with the Service or with any terms, conditions, rules, policies, guidelines, or practices of ProsperityLinks in operating the Service, your only recourse is to terminate this agreement by cancelling your service. Your continued participation in the program following our posting of a change notice or a new agreement on our site will constitute binding acceptance of the change.

22.0 Force Majeure:
Neither party shall be liable by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, earthquakes, floods or any other cause which is beyond the reasonable control of such party.

23.0 Copyrights:
All content on the ProsperityLinks site and related sites, including but not limited to text, graphics, logos, picture images, audio files, video files, multi-media, music, sound, intellectual property and software is the property of ProsperityLinks and is protected by UK and international copyright and trademark laws. No part of the web site or related web sites may be reproduced or transmitted in any form or by any means without written permission from ProsperityLinks.

24.0 Disclaimer or Warranties, Limitation of Liabilities and Indemnification:
ProsperityLinks makes no warranties of any kind, whether expressed or implied, for the service it is providing. ProsperityLinks also disclaims any warranty of merchantability or fitness for a particular purpose. ProsperityLinks will not be responsible for any damage suffered. This includes loss of data resulting from delays, non-deliveries or service interruptions caused by ProsperityLinks's negligence or the subscriber's errors or omissions. Use of any information obtained via ProsperityLinks is at your own risk. ProsperityLinks specifically denies any responsibility for the accuracy or quality of information obtained through its services.

24.1 MYCHOCOLATELINK DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR FREE OR UNINTERRUPTED. THE SERVICE IS DISTRIBUTED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. MYCHOCOLATELINK WILL NOT BE RESPONSIBLE FOR ANY LOSSES, DAMAGES OR COSTS THAT YOU AND/OR YOUR BUSINESS MAY SUFFER WHEN USING THE SERVICE. YOU AGREE TO INDEMNIFY AND HOLD HARMLESS MYCHOCOLATELINK FROM ANY CLAIMS RESULTING FROM YOUR USE THE SERVICE. YOU EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK. NEITHER MYCHOCOLATELINK NOR ITS SERVICE PROVIDERS, AGENTS, LICENSORS, EMPLOYEES SHALL HAVE ANY LIABILITY FOR ANY DAMAGES SUFFERED BY YOU OR ANY OTHER PARTY AS A RESULT OF THE USE OR MISUSE OF THE SERVICE.

25.0 The Whole Agreement:
This Agreement constitutes the entire agreement between ProsperityLinks and You pertaining to the subject matter hereof, and any and all written or oral agreements heretofore existing between the parties hereto are expressly cancelled. Any modifications of this Agreement must be in writing and signed by both parties hereto. Should any provision of this agreement be held to be illegal, invalid, or unenforceable by a court law, the legality, validity and enforceability of the remaining provisions of this agreement shall remain unaffected thereby unless otherwise stated.

25.1 These Terms and Conditions supersede all previous representations, understandings or agreements and shall prevail notwithstanding any variance with terms and conditions of any order submitted. Use of ProsperityLinks's service constitutes acceptance of these Terms and Conditions.

26.0 Inurement:
The provisions of this agreement shall be binding on you and ensure to the benefit of the successors and assigns of ProsperityLinks may assign this Agreement at any time in its sole and absolute discretion and without your consent.

27.0 Independent Investigation:
You acknowledge that you have read this agreement and agree to all its terms and conditions. You have independently evaluated the desirability of participating in the program and are not relying on any representation, guarantee, or statement other than as set forth in this agreement.

By clicking on the "Accept" button and using the ProsperityLinks's services you indicate your acceptance of this agreement and its terms and conditions. If you do not agree to all of the terms and conditions of this agreement, then you will not be able to subscribe for a web site.