CHALLENGE PROXY

PROXY RETAIL

CHALLENGE PROXY TERMS AND CONDITIONS

Proxy Retail Group, Inc., a Texas corporation, D/B/A Proxy Retail’s (“Proxy Retail”) “Challenge Proxy” (the “Program”), is a money-back guarantee offered to first time clients of Proxy Retail. Under the Program, if an Approved Client (defined herein) is not satisfied with Proxy Retail’s work, Proxy Retail will refund such client’s money, subject to the Program terms and conditions (“Terms and Conditions”) set forth herein.

Eligibility Criteria.

• Approved Client. The client (an “Approved Client”) must be pre-approved by Proxy Retail before such client may participate in the Program.

• Approved Project. The Program shall apply only to projects (each an “Approved Project”) that have been reviewed, approved, and agreed upon by Proxy Retail in writing prior to the commencement of work on such project.

• New Clients Only. Only clients for whom Proxy Retail has not previously provided services may participate in the Program.

• No Breach. Approved Clients who are in breach of or have violated the terms and conditions of any agreement, contract, understanding, terms and conditions, or document between the Approved Client and Proxy Retail shall not be eligible to submit a claim pursuant to the terms of these Terms and Conditions.

Refund Method.

• Any refund attributable to an approved claim under the Program shall only be issued in the form of a credit memo or a reduction in the invoiced amount.

• The guarantee has no cash or monetary value and cannot be redeemed for cash.

Maximum Value. The value of the refund provided herein shall not exceed the lesser of $1,500 or the total invoiced amount for the Approved Project.

Claim Submission.

• Claims must be submitted within five (5) business days of the completion of the Approved Project.

• Claims asserted by an Approved Client under the Program shall include specific details regarding the Approved Client’s dissatisfaction with the service provided by Proxy Retail, along with evidence and documentation supporting such claim.

Exclusions and Limitations.

• Proxy Retail’s obligations under these Terms and Conditions shall not apply to the Approved Client’s dissatisfaction arising from or related to factors outside of Proxy Retail’s control, including but not limited to delays or issues caused by the action or inaction of the Approved Client or third parties.

• The guarantee provided pursuant to the Program and these Terms and Conditions is personal to the Approved Client and the Approved Project. Such guarantee cannot be assigned, transferred, or applied to other projects.

Approval of Claims.

• Proxy Retail reserves the right to review any and all claims and make a final determination regarding the validity of any claims asserted by an Approved Client.

• Approved claims shall be resolved within fifteen (15) days of receipt of an Approved Client’s claim and all documents and data requested by Proxy Retail in connection therewith.

Miscellaneous.

• Applicability and Acceptance. These Terms and conditions shall prevail over any of the Approved Client’s general terms and conditions. By participating in the Program, the Approved Client shall be deemed to have accepted these Terms and Conditions in all respects.

• Conflict. In the event of any conflict, inconsistency, or discrepancy between these Terms and Conditions, and any other contract, agreement, understanding, terms and conditions, or document between the Approved Client and Proxy Retail, the terms and conditions of these Terms and Conditions shall prevail and control.

• No Waiver. No waiver by Proxy Retail of any of the provisions of these Terms and Conditions is effective unless explicitly set forth in writing and signed by Proxy Retail. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from these Terms and Conditions operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

• Limitation of Liability. IN NO EVENT PROXY RETAIL BE LIABLE TO THE APPROVED CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT PROXY RETAIL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

• IN NO EVENT SHALL PROXY RETAIL’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE PROGRAM WITH RESPECT TO AN APPROVED CLIENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE LESSER OF $1,500 OR THE TOTAL INVOICED AMOUNT FOR AN APPROVED PROJECT.

• Relationship of the Parties. The relationship between the Approved Client and Proxy Retail is that of independent contractors. Nothing contained in these Terms and Conditions shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

• No Third-Party Beneficiaries. The Program and these Terms and Conditions are for the sole benefit of the Approved Client and Proxy Retail and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of the Program or these Terms and Conditions.

• Severability. If any term or provision of the Program is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms and Conditions or invalidate or render unenforceable such term or provision in any other jurisdiction.

• Applicable Law; Venue.  This Program shall be construed and governed in accordance with the laws of the State of Texas without regard to its choice of law provisions. For purposes of litigating any dispute that arises under the Program or these Terms and Conditions, the parties hereby submit to and consent to the exclusive jurisdiction of the State of Georgia, and agree that such litigation shall be conducted in the courts of Bryan County, Georgia or the federal courts for the United States for the Southern District of Georgia.

• Waiver of Jury Trial.  Proxy Retail and the Approved Client hereby waive any right to trial by jury in any suit or proceeding arising out of or relating to the Program.

• Modification: Proxy Retail reserves the right to modify or terminate the Program at any time without prior notice, provided that any ongoing projects initiated before such modification or termination shall remain eligible under the original terms.