THIS TERMS OF SERVICE AND USE AGREEMENT ("TOS Agreement") is entered into by and between Caribbean Home Communications, Inc., d/b/a NVEEVO, a New Jersey Corporation with principal offices located at 396 Smith Street, Perth Amboy, New Jersey 08861, USA("NVEEVO") and you ("YOU").

By clicking YOU agree to be bound by all terms and conditions of this agreement, including without limitation, all documents, policies and procedures incorporated herein by reference

1. SERVICES OFFERED.

A. Internet Business.

NVEEVO is an live interactive data solutions outsourcing company which offers an interactive Internet based real-time 24 hour chat answering service. The ("Service") is branded, registered, and sold as Chat247.

B. Real Time Purchases.

NVEEVO's Chat247* offers its Service for the sole purpose of immediate sale, setup, and use to persons who make a decision to buy such Service on NVEEVO's website rather than provide their own chat response service to their website users. NVEEVO's website provides access for the purchase of this Service from the "Sign Up Now" form and allows Customers to purchase the Service from Nveevo's by using such electronic payment methods that NVEEVOaccepts from time to time ("Transactions").

C. Services.

In addition to the purchase of Services from NVEEVO's website, for immediate processing of an order for a new Chat247* Service account, NVEEVO processes all Transactions by using a Secure Sockets Layer ("SSL") encryption network and any other processes available through the processing platform of its merchant services provider (collectively, "Services").

2. ACCEPTANCE, EFFECTIVE DATE AND AMENDMENT.

A. Effective Date.

This Agreement becomes effective when YOU click "I Agree" ("Effective Date"). The operating regulations of NVEEVO ("Operating Regulations"), the information gathered by NVEEVO from YOU in the Online registration process ("Sign Up Now"), and such other documents, policies and procedures NVEEVO requires YOU to conform to, are all incorporated into and become a part of the Agreement by this reference.

B. Your Accounts.

After YOU agree to be bound by this Agreement and complete the Registration "Sign Up Now" form, NVEEVO will establish an account for YOU ("Account"). YOU may establish more than one website for the different Services YOU wish to receive ("Additional Website(s)"). Each language you select and service plan will be considered an Additional Website, and the "Sign Up Now" page provides space for adding up to twenty five Additional Websites. This Agreement shall be binding upon the main Account and all Additional Websites(s); therefore the main Account and all Additional Websites shall be governed by this Agreement.

C. Underwriting.

YOU authorize NVEEVO to obtain credit reports ("Credit Reports") regarding your business entity and its owners through a credit reporting agency chosen by NVEEVO. YOU and the owners of the business entity authorize NVEEVO to obtain and use such Credit Reports from time to time for the purpose of evaluating the creditworthiness of the business entity throughout the term of this Agreement. NVEEVO may establish an Account for YOU upon receipt of the "Sign Up Now" Form and prior to the verification of your identity or determination of your creditworthiness. In the alternative, and in the sole discretion of NVEEVO, NVEEVO may request that YOU provide additional information or fulfill additional requirements to provide security to NVEEVO, including without limitation, the execution of a personal guaranty. If NVEEVO determines that there is insufficient information to verify your identity and/or your physical address or NVEEVO determines that your creditworthiness is unsatisfactory, NVEEVO may terminate this Agreement without notice.

3. CONDITIONS OF SERVICE.

A. Force Majeure.

NVEEVO assumes no liability for disruptions in service or improper operation of its equipment or software for any reason, including, without limitation, vandalism, theft, phone service outages, Internet disruptions, human error, extreme or severe weather conditions or any other causes commonly referred to as "Acts of God".

B. License.

To enable NVEEVO to use the information YOU supply to NVEEVO, including without limitation, the intellectual property, Frequently Asked Questions, scripting, images, trademarks, trade names, chat buttons, and logos found on your website(s), without violating any rights YOU might have in the information and the Frequently Asked Questions, scripting, images, trademarks, trade names, chat buttons, and logos found on your website, YOU agree to grant, and hereby do grant, NVEEVO a royalty free, worldwide, nonexclusive, perpetual and irrevocable license to exercise the copyright, publicity and database rights, and to sub-license such rights through multiple tiers, that YOU have in such intellectual property, information, Frequently Asked Questions, scripting, images, trademarks, trade names, chat buttons, and logos, in any media now known or not currently known, with respect to the information Frequently Asked Questions, scripting, images, trademarks, trade names, chat buttons, and logos.

4. ACCEPTANCE OF LIMITATIONS IN SERVICE.

A. Limitations on Sale of Service.

NVEEVO may refuse to offer, partially or in full, its Services at its discretion. YOU agree that NVEEVO may act on these decisions, from time to time, in its sole discretion, without prior notice.

B. Limitations on Customer Transactions.

NVEEVO may impose limits on chat sessions and refuse to process chat sessions to specific customers of NSA or visitors to NVEEVO's customer's websites initiating chat sessions for any reason, in its sole discretion.

C. Limitations on Services.

NVEEVO may: (1) limit or restrict sales of its services to a minimum Service price; (2) impose limits on the amount or number of purchases which may be charged to the credit or debit card of a Customer during any time period; (3) request additional validation information from Customers, such as signed contracts and/or receipts; (4) refuse to accept orders from Customers with a prior history of questionable charges; or (5) impose certain limits or restrictions on Transactions or Reserves (as defined in the Operating Regulations) on specific Accounts, either temporarily or permanently, which are more restrictive than limits placed on other Accounts.

D. No Liability.

NVEEVO shall not be liable to YOU for any losses, expenses, or damages YOU sustain, including claims for lost profits, resulting from or related to NVEEVO's imposition of limits on transactions or Reserve Amounts, for any reason.

5. YOUR WARRANTIES AND REPRESENTATIONS.

YOU make the following representations and warrants that at all times during the term of this Agreement such representations shall be true and accurate:

A. Contractual Capacity.

YOU have the power and authority to carry on your business as it is conducted, are duly authorized to enter into this Agreement and that no other authorizations, consents or approvals are required in connection with the validity and enforceability of this Agreement or the execution, delivery and performance of this Agreement by YOU.

B. Truthful Information.

All information and data provided to NVEEVO by YOU, or for which YOU engage a third party to provide to NVEEVO is complete, truthful, accurate, valid, your lawful property, and YOU have the right to communicate such information.

C. Verification.

All emails, domains, URLs, physical addresses and telephone information provided by YOU is complete and accurate.

D. Intellectual Property Ownership.

YOU own or otherwise have the full right and authority to use and disseminate (1) all information, data, graphics, text, video, music, or other intellectual property which forms or does not form a part of your web site, or which is used by YOU in advertising and promotional efforts, and (2) the products YOU supply to potential customers.

E. Authority to Conduct Business.

YOU are legally authorized to sell any product or service YOU offer and YOU have obtained all necessary regulatory approvals and certificates (hereafter, "Certificates"). YOU will provide NVEEVO with any copies of Certificates immediately upon your receipt of a request by NSA. NVEEVO reserves the right to ask for additional information to conduct business.

F. Compliance with Laws and Regulations.

YOU are in compliance with all applicable local, state, national and federal laws, rules, regulations, requirements and/or other standards established by any governmental authority having jurisdiction to control such activities, including, without limitation, the Federal Trade Commission, and State and local consumer protection agencies;

6. FEES AND TRANSACTION PAYMENTS

A. Payment for First Months Service.

You agree to pay NVEEVO a "Payment for First Months Service," for each Account and Additional Website(s) as described in the Operating Regulations. The Payment for First Months Service will be billed the day that the "Sign Up Now" form is submitted or the next business day.

B. Continuing Payments for Services.

You agree and are responsible to pay NVEEVO all Transaction fees, maintenance fees, training fees, setup fees, surcharges, and "per chat charges" and other amounts required by this agreement, including without limitation those set forth in the Operating Regulations, when due. The Monthly Service Fee for the main Account and each Additional Website(s) will be automatically charged monthly to your selected payment method, and will be charged on the same date each month as the date your initial service began functioning ("Service Start Date") or the next business day of each Additional Website(s). Per chat charges and fees will be billed on the same day as your Monthly Service Fee on a monthly basis for the services received, charges, fees, or surcharges during the 30 day period prior to 5 days before your billing date. Unless otherwise indicated, all prices are quoted and billed in U.S. dollars.
If your billing date lands on a day not contained in a given month, you will be billed on the last day of that month. For example, if your paid subscription began on August 31st, your next billing date would be September 30th.

C. Payment by Credit Card

When you provide credit card information to NVEEVO., you represent to NVEEVO that you are the authorized user of the credit card that is used to pay your monthly fees, per chat fees and any other fees incurred by NVEEVO on your behalf. You expressly authorize NVEEVO to charge all fees incurred in connection with the Services to the credit or debit card provided, including charges that may occur on an automatic or recurring basis, and such authorization shall remain valid until revoked by you by canceling any Service for which a fee is charged as described herein. You agree to promptly notify NVEEVO of any changes to your credit card account number, its expiration date and/or your billing address, and you agree to promptly NVEEVO if your credit card expires or is canceled for any reason.

NVEEVO is not responsible for any additional bank fees, interest charges, finance charges, over draft charges, or other fees resulting from charges billed by NVEEVO. Currency exchange settlements will be based on agreements between you and the provider of your credit card.

If you have any billing-related questions, call the toll-free billing support number set forth on the Site for your particular Service.

D. Payment declined

We will send notice (to the email address we have on file for you) to you of any declined transaction and will give you up to 5 days to respond and update your billing information. After the second unsuccessful attempt to charge your card, we will place your account on hold pending payment.

NVEEVO may suspend or terminate any delinquent, unbillable or noncollectable Account(s) or Additional Website(s). Charges will continue to accrue until the Account or Additional Websites(s) is canceled. NVEEVO may assess a service charge to reinstate a suspended Account. You must bring any billing problems or discrepancies to NVEEVO's attention within 90 days from the date you are billed or you agree that you waive your right to dispute such problems or discrepancies with NVEEVO.

7. TERM.

This Agreement shall remain in effect from the Effective Date until:

NVEEVO issues or YOU issue a "Notice of Cancellation" as set forth in Section 10.C of this Agreement or The Agreement is terminated as otherwise provided in Section 10.

8. DISCLAIMER OF WARRANTIES.

YOU understand and agree that NSA is providing its services to YOU "as is" and that NSA disclaims all warranties, expressed or implied. This exclusion applies, without limitation, to the implied warranties of merchantability and fitness for a particular purpose and the warranty of non-infringement.

9. LIMITATION OF LIABILITY.

YOU assume all liability for Your use of NVEEVO's services.

NVEEVO shall not be liable for any indirect, incidental, punitive, or consequential damages, arising out of or in connection with this agreement, the website, the services, the inability to use the services, or those resulting from any products purchased or obtained or messages received or transactions entered into through the services.

In no event shall YOU be entitled to recover damages from NVEEVO that exceed the sum of fees retained by NVEEVO under this agreement during the six months immediately preceding the event giving rise to the claim for damages.

NVEEVO assumes no liability for Your failure to perform in accordance with this Agreement or any results caused by acts, omissions or negligence of YOU, a subcontractor or an agent of yours or an employee or of any one to YOU, nor shall NVEEVO have any liability for claims of third parties, including, but not limited to, claims of third parties arising out of or resulting from, or in advertising, infringement or any claim for libel or slander or for violation of copyright, trademark or other intellectual property rights.

10. TERMINATION.

A. By YOU.

YOU may terminate this Agreement, any Account, or any Additional Accounts with NVEEVO at any time upon providing a notice of the intent to terminate at least 5 days prior to the desired date of termination. Upon termination, the basic service fee previously billed in advance for said Account or Additional Website(s) shall be non-refundable even though your service will be discontinued and canceled for those Account(s) or Additional Website(s).

B. By NVEEVO NVEEVO may terminate this Agreement, Your Account or any Additional Accounts of yours at any time for any reason, or for no reason. NVEEVO may suspend your access to NVEEVO's website and/or Services, or any other transactions immediately and without notice if YOU are in breach of any of its obligations hereunder.

If the termination is at the convenience of NVEEVO, NVEEVO shall provide YOU with notice 2 days in advance of the date of termination.

C. Notice of Cancellation

If a party to this Agreement intends to terminate the Agreement, it must send a notice to the other party of its intent to terminate ("Notice of Cancellation"). The Notice of Cancellation shall contain the date upon which the termination shall become effective and shall be delivered in accordance with Section 19 of this Agreement. Provided, however, that in the event NVEEVO determines it is necessary to immediately terminate the Agreement, NVEEVO may provide notice to YOU via telephone, followed by delivery of a Notice of Cancellation as required in Section 19. Such termination shall be effective as of the time of the telephone call to YOU.

1.When these Terms come to an end, all of the legal rights, obligations and liabilities that you and NVEEVO have benefited from, been subject to or which are expressed to continue indefinitely, shall be unaffected by this cessation.

D. Payments/Obligations to be Completed after Termination.

Upon termination of this Agreement, any outstanding and unpaid fees, surcharges, maintenance fees, training fees, "Per Chat Charges" and charges of YOU to NVEEVO shall become immediately due and payable.

E. Survival: Upon Termination of this Agreement, the provisions of Sections 6 (B) , 8, 9, 10, 11, 12, 13, 14 and 19 shall survive such Termination.

11. TAXES.

A. Obligation to Pay Own Taxes.

YOU are responsible for the payment of all taxes applicable to the conduct of its business.

B. Your Obligation to Pay Taxes Resulting from NVEEVO Services. The parties agree that if additional taxes in the nature of an excise, sales, or use tax are imposed in connection with NVEEVO Services and paid by NVEEVO on behalf of YOU, YOU shall be liable to NVEEVO in an amount equal to the amount of such tax payment made by NVEEVO. YOU authorize NVEEVO to collect and pay over taxes in the nature of an excise, sales, or use tax on behalf of YOU or on account of NVEEVO's sale of Products or Services if reasonably required to do so by any jurisdiction's taxing authority. NVEEVO shall have the right to recover from YOU the amount of any such taxes, related penalties and interest paid by NVEEVO with its own funds. YOU shall also pay NVEEVO for any related expenses incurred by NVEEVO, including reasonable attorney's fees, in its collection of any amounts due from YOU.

C. Obligation to Repay NVEEVO.

YOU agree that if NVEEVO pays any taxes that result from the sale of your Products or Services, YOU will immediately reimburse NVEEVO an amount equal to such taxes paid by NVEEVO and all related interest, fines, and/or penalties.

12. CHOICE OF LAW JURISDICTION AND VENUE.

YOU agree that the laws of the State of New Jersey, without reference to its conflict of law principles, will govern this Agreement, and that any claim or suit arising out of or related to this Agreement must be brought exclusively in the federal and/or state courts located in the State of New Jersey, U.S.A. YOU consent to the exclusive jurisdiction of such courts.

13. ENFORCEMENT ACTIVITIES.

A. Lawful Use.

The website and Services of NVEEVO may be used only for lawful purposes and in a lawful manner. YOU agree to comply with all applicable laws, statutes, and regulations. YOU may not register under a false name, mask your true identity or the Products or Services you offer to the public, or use an invalid or unauthorized credit or debit card or invalid or unauthorized bank account information. YOU may not impersonate any participant or use another participant's information. Fraudulent conduct may be reported to law enforcement, and NVEEVO will cooperate (if necessary) in any investigation.

B. Investigation.

NVEEVO has the right, but not the obligation, to monitor any activity and content associated with its website and Services. NVEEVO may investigate any reported violation of its policies or complaints and take any action that it deems appropriate. Such action may include, but is not limited to, issuing warnings, suspension or termination of service, denying access, and/or removal of your Account or Additional Website(s). NVEEVO reserves the right to remove or edit any content that violates this Agreement or is otherwise objectionable. As part of the investigation of content that may violate this Agreement, YOU hereby consent to allowing NVEEVO representatives to examine your content.

C. Disclosure of Information.

NVEEVO may report any activity that it suspects is a violation of any law or regulation to appropriate law enforcement officials, regulators, or other third parties. In order to cooperate with governmental requests, to protect NVEEVO's systems, YOU, or to ensure the integrity and operation of NVEEVO's business and systems, NVEEVO may access and disclose any information it considers necessary or appropriate, including but not limited to user contact details, IP address and traffic information, usage history, logs, and posted content.

D. Suspension of Account.

In the event NVEEVO determines that YOU are in breach of this Agreement, NVEEVO may suspend activity on Your Account, as well as the activity on all Additional Website(s) of Yours, until YOU cure the breach of this Agreement, or until NVEEVO terminates this Agreement.

14. PRIVACY.

A. Privacy Policy.

NVEEVO's Privacy Policy is posted on NVEEVO's website and is incorporated herein by reference. NVEEVO reserves the right to change the Privacy Policy from time to time as it deems appropriate. Any changes will become effective when posted to the website. Continued use of NVEEVO's Services after any change will be deemed acceptance of the new Privacy Policy. YOU shall have a privacy policy that is no less restrictive than NVEEVO's Privacy Policy and which complies with all applicable laws and regulations.

15. COPYRIGHT NOTICE.

NVEEVO's web site is subject to the protection of the copyright laws of the United States and other countries. No part of NVEEVO's website may be reproduced without the prior written permission of NVEEVO.

16. DEFAULT.

In the event that YOU fail to perform any duty, obligation, or provision contained in this Agreement ("Default"), YOU agree to pay to NVEEVO any damages, expenses, and costs, whether directly or indirectly caused, including reasonable attorney's fees incurred by NVEEVO due to Your Default.

17. AMENDMENTS AND MODIFICATIONS.

A. NVEEVOS's Right to Amend or Modify Agreement.

NVEEVO may amend or modify this Agreement and any such amendment or modification will be binding on YOU when posted to NVEEVO's website. Continued use of NVEEVO's Services after such posting occurs shall be deemed to be an acceptance of all terms in the amended and/or modified Agreement. YOU accept the responsibility of a continuing review of the content of NVEEVO's website to determine whether any amendments have occurred.

B. Other Amendments/Modifications.

YOU may communicate any proposed modifications or amendments to this Agreement to NVEEVO at the address provided in Section 19. However, such changes or amendments will only become effective if agreed upon by NVEEVO, in its sole discretion, in writing.

18. INDEMNIFICATION.

YOU.

YOU agree to indemnify and hold NVEEVO, its employees, officers, agents, shareholders and directors harmless from any and all claims, losses, damages, costs, expenses (including attorney's fees), fines, penalties regardless of whether the same are actual, direct, indirect, special, incidental, consequential, or punitive ("Damages") resulting from or in connection with this Agreement or incurred as a result of, or related to, the causes set forth below:

Your breach of any warranty or representation;

Your violation of any law, rule, or regulation;

Intellectual property infringement claims related to the your site or service;

or Your reckless or willful misconduct;

Claims of third parties arising out of or resulting from, or in connection with Your products, services, messages, programs, caller contracts, promotions, advertising, infringement or any claim for libel or slander.

NVEEVO

In no event will NVEEVO be liable to indemnify any party for any Damages arising directly or indirectly from any use of this Internet resource, or NVEEVO's Service(s), even if NVEEVO is expressly advised of the possibility of such damages.

19. NOTICES.

A. Addressed to:

NVEEVO:

Mail: NVEEVO
U.S. Office:
396 Smith Street
Perth Amboy, New Jersey 08861
Electronic Communication: Info@nveevo.com

YOU:
Mail: To the last address provided to NVEEVO by YOU.
Electronic Communication: To the last email address provided to NVEEVO by YOU

B. Method of Delivery and Date of Receipt.

Any written notice under this Agreement, which shall include email to YOU by NVEEVO, shall be deemed given and delivered upon the earlier of: (a) actual receipt; or (b) five days after being deposited in the United States mail, postage prepaid, and addressed to the party to whom the notice is being sent as set forth in Section 19.A.; or (c) one (1) business day after being sent by email or other electronic communication by NVEEVO to YOU at the email address described in Section 19.A.

C. Notice of New Address.

Either party may communicate a change in its mailing address by notifying the other party in accordance with Section 19.B., in writing, including an electronic communication by NVEEVO to YOU, which sets forth the old mailing address and provides the new mailing address.

20. HEADINGS.

The headings herein are inserted as a matter of convenience only and do not define, limit, or describe he scope of this Agreement or the intent of the provisions hereof.

21. SEVERABILITY OF PROVISIONS.

Each provision of this Agreement shall be considered severable; and if, for any reason, any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect those portions of this Agreement which are valid.

22. INTELLECTUAL PROPERTY

Except for the rights expressly granted herein, this Agreement does not transfer any intellectual property or technology of NVEEVO to YOU and all rights, title and interest in such intellectual property and technology, whether developed, licensed or owned by NVEEVO shall remain with NVEEVO. YOU agree that you will not, directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or other trade secrets of NVEEVO.

23. GENERAL.

YOU agree to be bound by any electronic affirmation, assent or agreement transmitted through NVEEVO's website. YOU represent and warrant that YOU have the authority to agree to this Agreement. YOU agree that any decision or action to click on an "I agree", "I consent", or other similarly worded "button" or entry field using a mouse, keystroke or other computer device, will indicate Your agreement and will be legally binding and enforceable and the legal equivalent of Your handwritten Signature.

YOU acknowledge (a) that you have read and understood this Agreement; (b) that this Agreement has the same force and effect as a signed agreement; and (c) that this Agreement constitutes the entire agreement between NVEEVO and YOU and governs Your use of the Services, superseding any prior agreements between NVEEVO and YOU pertaining to the Services.

The relationship between NVEEVO and YOU shall be that of independent contractors. Neither party will be considered an agent, employee, joint venturer, or partner of the other, unless otherwise specifically provided herein.

Rev. Date: 07.05.07.