The following Terms and Conditions (the “Terms”) applies to your relationship with Tabs Inc., New York, New York, U.S.A (“Tabs”), to the use of the Tabs website (the “Website”) and  to all products and services provided by Tabs Inc. (the “Services”).

Use of the Website and the Services is conditional on your agreement to the Terms. You must read, agree with, and accept all of the terms and conditions contained in the Terms and the Privacy Policy [hyperlink to Privacy Policy]. By checking the box “I Accept” and by using the Website and the Services, you indicate your acceptance of the Terms. If you do not comply with the Terms during your use of the Website and the Services, you will no longer have the right to use the Website and or Services.

1. Visitors. Any person accessing, browsing or otherwise using the Website, shall be deemed a "Visitor". To obtain full access to the Website and use the Services, a Visitor must become a registered user (“User”).

2. Registration. To obtain full access to the Website and use our Services, Visitors are required to become a User and register and select a password and user name. If you register, you must provide accurate and complete registration information and keep this information up to date. Failure to do so shall constitute a breach of the Terms, which may result in immediate termination of your account. You may not: (i) enter, select or use a false name or an email address owned or controlled by another person with the intent to impersonate that person; (ii) use as a user ID an email address subject to any rights of a person other than yourself without appropriate authorization; or (iii) create more than one free account per person. Tabs reserves the right to refuse registration or cancel a user ID in its discretion. You shall be responsible for maintaining the confidentiality of your password and are fully responsible for all activities that occur under your user ID and password. You agree to (i) immediately notify Tabs of any unauthorized use of your user ID or password, and (ii) ensure that you exit from your account at the end of each session.

3. Eligibility. By using the Website you represent and warrant that you have the right, authority, and capacity to enter into this agreement with Tabs (the “Agreement”) on the conditions as set forth in these Terms.

4. Fees. Tabs reserves the right to change its fees from time to time at its sole discretion. All fees are exclusive of V.A.T and other levies imposed, if any. Payments are final and non-refundable. However, if during a calendar month the Website and our Services are not fully operational for at least 99% of the time, due to a cause attributable to Tabs, Tabs will refund the subscription fee for that month at the User’s request, which will be the only remedy and obligation of Tabs in connection to such event.

5. Use of the Website. Subject to the restrictions in the Terms, you may use the Website for your own business purposes. You may not copy or distribute any portion of the Website for any purpose. Tabs does not control the Content uploaded by third parties and does not guarantee the accuracy, integrity or quality of such Content. Under no circumstances will Tabs be liable in any way for any Content, including any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of your use of, or reliance on, any Content.  

6. User and Visitor Restrictions. You agree that you shall not, nor will you enable and/or allow third parties – to:  (i) copy, modify, translate, or reverse engineer any portion of the Website; (ii) remove any copyright, trademark or other proprietary rights notices on the Website or on any material accessed via the Website; (iii) use any robot, spider, other automated device, or manual process to monitor or copy the Website or parts thereof; (iv) collect any information about other Users or Visitors (including user names and/or email addresses); (v) reformat or frame any portion of the web pages that are part of the Website,  (vi) create user accounts by automated means or under false or fraudulent pretenses; (vii) create or transmit unwanted electronic communications such as "spam" to other Users or Visitors, or otherwise interfere with other Users’ or Visitors’ enjoyment of the Website; (viii) transmit any viruses, worms, defects, Trojan horses or other items of a destructive nature; (ix) use the Website to violate the security of any computer network, crack passwords or security encryption codes, upload, transfer or store illegal material including material that can be deemed threatening or obscene; (x) copy or store any Content offered on the Website for other than your own use, unless it is your own content; (xi) use any device, software or routine that interferes with the proper working of the Website, or otherwise attempt to interfere with the proper working of the Website; (xii) take any action that imposes, or may impose in our sole discretion, an unreasonable or disproportionately large load on our IT infrastructure; (xiii) use the Website, intentionally or unintentionally, to violate any applicable local, state, national or international law; or (xiv) collect or store personal data about other Users or Visitors, unless such data is provided by Tabs. Tabs may impose limits on certain features or services or restrict your access to parts or all of the Website, without notice.  

7. Privacy. Use of the Website is also governed by our Privacy Policy, a copy of which can be found by clicking here [hyperlink to Privacy Policy].

8. Term. The Terms and the Privacy Policy will remain in full force and effective while you use the Website and our Services and the services of service providers. Either party may terminate the Agreement for any reason, at any time. Sections 9, 11, 13, 14, 15 and 16 shall survive any termination or expiration of the Agreement and the Terms.

9. Ownership. Content and other elements comprising the Website may be

works protected by copyright. You acknowledge that any underlying technology or software used in connection with the Website contains Tabs’ proprietary information. You may not modify, reproduce, distribute, create derivative works of, publicly display or in any way exploit, any of the software, and/or materials available on the Website in whole or in part except as expressly provided in the Terms.

10.  Copyright Policy. Tabs will respond to notices of alleged copyright infringement in accordance with the Digital Millennium Copyright Act or DMCA. The address of Tabs’ designated agent to receive notification of claimed infringement is: Carl M.R. van der Zandt, Gusy Van der Zandt LLP, 500 Fifth Avenue, Suite 1410, New York, New York, 10110, email: cz@gusyvanderzandt.com.  

11.  Disclaimer of Warranties. THE WEBSITE, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS, SERVICES, AND INFORMATION AVAILABLE ON OR ACCESSED BY MEANS THEREOF, IS PROVIDED “AS IS”.  TO THE FULLEST EXTENT PERMISSIBLE BY LAW, TABS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER FOR (1) THE CURRENCY, ACCURACY, OR COMPLETENESS OF ANY INFORMATION AVAILABLE BY MEANS OF THE WEBSITE, (2) FOR ANY INFORMATION PROVIDED BY THIRD PARTIES AND ACCESSIBLE ON OR THROUGH THE WEBSITE, (3) FOR ANY “VIRUSES” OR MALICIOUS COMPUTER CODE TRANSMITTED ON OR THROUGH THE WEBSITE, OR (4) FOR ANY BREACH OF SECURITY OR UNAUTHORIZED ACCESS TO THE WEBSITE OR YOUR INFORMATION. TABS DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.  TABS DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE WEBSITE OR ANY SERVICES OR CONTENT THEREIN WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE, THE SERVER ON WHICH IT IS MADE AVAILABLE, OR ANY CONNECTED SYSTEM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TABS IS NOT RESPONSIBLE FOR THE CONDUCT OF ANY USER OR VISITOR OF THE WEBSITE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY ANY USER OR VISITOR OF THE WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

12.  Limitation of Liability. USE OF THE WEBSITE AND OUR SERVICES IS AT YOUR OWN RISK. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR DOWNLOADING, UPLOADING, USE OF, OR ACCESS TO DATA, FILES, INFORMATION, CONTENT, OR OTHER MATERIAL (INCLUDING WITHOUT LIMITATION SOFTWARE) ON OR THROUGH THE WEBSITE AND OUR SERVICES. EXCEPT TO THE EXTENT THAT LIABILITY UNDER ANY APPLICABLE LAW OR REGULATION CANNOT BE EXCLUDED, TABS IS NOT LIABLE FOR LOSS OR DAMAGE OF ANY KIND WHATSOEVER ARISING AS A RESULT OF (1) INFORMATION EXPRESSLY OR IMPLIEDLY PUBLISHED ON THE WEBSITE, OR (2) ANY ERRORS IN OR OMISSIONS FROM THIS WEBSITE. UNDER NO CIRCUMSTANCES SHALL TABS BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR THE INABILITY TO USE, THE WEBSITE AND OR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE FORESEEABLE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TABS’ MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY CAUSES WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSOR OF (i) THE AMOUNT PAID BY YOU TO BITS ON THE RUN FOR THE USE OF THE WEBSITE AND OUR SERVICES IN THE MONTH PRIOR TO THE ACTION GIVING RISE TO LIABILITY OR (ii) $100.

13.  Indemnity. You agree to indemnify, defend, and hold Tabs, its parents, subsidiaries, affiliates, officers and employees, harmless, including costs and attorneys' fees, from any claim or demand made by any third party due to or arising out of (i) your access to, and/or use of, the Website and our Services, (ii) the violation of these Terms by you, or (iii) the infringement by you, or any third party using your account or user name or password, of any intellectual property or other right of any person or entity.

14.  Miscellaneous. All notices hereunder shall be given in writing to Tabs at 248 East 44^th Street, 2^nd Floor, New York, New York 10017, or to such other address as Tabs may request. Neither this Agreement nor any portion hereof shall be assigned, sublicensed or otherwise (including by operation of law) transferred by Users or Visitors without Tabs’ prior written consent.  Failure of Tabs to enforce any provision of this Agreement shall not constitute or be construed as a waiver of such provision or of the right to enforce such provision. This Agreement contains the entire agreement between the parties hereto with respect to the matters contained herein.  If any term or provision of this Agreement or any application thereof shall be invalid, illegal or unenforceable, the remainder of this Agreement and any other application thereof shall not be affected thereby. Unless stated otherwise in writing, this agreement shall be governed by and construed in accordance with the laws of the state of New York, without giving effect to the United Nations Convention on the Contracts for the International Sale of Goods. The exclusive forum for any disputes arising out of or related to this Agreement shall be an appropriate Federal court situated in New York County in the State of New York or shall be determined by arbitration administered by the International Centre for Dispute Resolution in accordance with its International Arbitration Rules. The place of arbitration will be New York, New York. YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE WEBSITE AND OUR SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.